U.S. Attys. Manual-Prosecution of Organizations

AuthorJudson W. Starr/Amy J. McMaster/John F. Cooney/Joseph G. (Jerry) Block/David G. Dickman
Page 239
US Attorneys >USAM >Title 9 > USAM Chapter 9-28.000
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9-28.100 Duties of Federal Prosecutors and Duties of Corporate Le aders
9-28.200 General Considerations of Corporate Liability
9-28.300 Factors to Be Considered
9-28.400 Special Policy Concerns
9-28.500 Pervasiveness of Wrongdoing Within th e Corporation
9-28.600 The Corporation's Past History
9-28.700 The Value of Cooperation
9-28.710 Attorney-Client and Work Product Protections
9-28.720 Cooperation: Disclosing the Relevant Facts
9-28.730 Obstructing the Investigation
9-28.740 Offering Cooperation: No Entitlement to Immunity
9-28.750 Qualifying for Immunity, Amnesty, or Reduced Sanctio ns Through
Voluntary Disclosures
9-28.760 Oversight Concerning Demands for Waivers of Attorney -Client
Privilege or Work Product By Corporations Contrary to This Policy
9-28.800 Corporate Compliance Programs
9-28.900 Restitution and Remediation
9-28.1000 Collateral Consequences
9-28.1100 Other Civil or Regulatory Alternatives
9-28.1200 Selecting Charges
9-28.1300 Plea Agreements with Corporations
9-28.100 Duties of Federal Prosecutors and Duties of Corporate
The prosecution of corporate crime is a high priority for the Department of
Justice. By investigating allegations of wrongdoing and by bringing charges where
appropriate for criminal misconduct, the Department p romotes critical public
28.000 Principles of Federal Prosecution of Business Organizations
Page 240 Environmental Crimes Deskbook 2nd Edition
interests. These interests include, to take just a few examples: (1) protecting the
integrity of our free economic and capital markets; (2) protecting consumers,
investors, and business entities that compete only through lawful means; and (3)
protecting the American people from misconduct that would violate criminal laws
safeguarding the environment.
In this regard, federal prosecutors and corporate leaders typically sha re
common goals. For example, directors and officers owe a fiduciary duty to a
corporation's shareholders, the corporation's true owners, and the y owe duties of
honest dealing to the investing public in connection with the corporation's
regulatory filings and public statements. The faithful execution of these duties by
corporate leadership serves the same values in promoting public trust and
confidence that our criminal cases are designed to serve.
A prosecutor's duty to enforce the law requires the investi gation and
prosecution of criminal wrongdoing if it is discovered. In carrying out this mission
with the diligence and resolve necessary to vindicate the impo rtant public interests
discussed above, prosecutors should be mindful of the common cause we share
with responsible corporate leaders. Prosecutors should also be mindful that
confidence in the Department is affected both by the results we achieve an d by the
real and perceived ways in which we achieve them. Thus, the manner in which we
do our job as prosecutors—including the professionalism we dem onstrate, our
willingness to secure the facts in a manner that encourages corporate compl iance
and self- regulation, and also our appreciation that corporate prosecutions can
potentially harm blameless investors, employees, and others—affects p ublic
perception of our mission. Federal prosecutor s recognize that they must maintain
public confidence in the way in which they exercise their charging discretion. This
endeavor requires the thoughtful analysis of all facts and circumstances presented
in a given case. As always, professionalism and civility play an important part in the
Department's discharge of its responsibilities in all areas, including the area of
corporate investigations and prosecutions.
[new August 2008]
9-28.200 General Considerations of Corporate L iability
A. General Principle : Corporations should not be treated leniently because of
their artificial nature nor should they be subject to harsher treatment. Vigo rous
enforcement of the criminal laws again st corporate wrongdoers, where
appropriate, results in great benefits for law enforcement and the public,
particularly in the area of white collar cri me. Indicting corporations for
wrongdoing enables the government to be a force for positiv e change of
corporate culture, and a force to prevent, discover, and punish serious crimes.
B. Comment: In all case s involving corporate wrongdoing, prosecutors should
consider the factors discussed further below. In doing so, prosecutors should
be aware of the public benefits that can flow from indicting a corporation in
appropriate cases. For instance, corporations are l ikely to take immediate
remedial steps when one is indicted for criminal m isconduct that is pervasive
28.000 Principles of Federal Prosecution of Business Organizations

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