Deferred Prosecution Agreements

Deferred Prosecution Agreements (DPAs) (and their close cousins, Non-Prosecution Agreements, or NPAs) are contractual arrangements between federal prosecutors and defendants (individuals or, far more commonly, corporations) under which the government agrees to defer or forgo criminal charges in exchange for the defendant’s compliance with a negotiated set of conditions. Although not explicitly authorized by statute, DPAs are grounded in the government’s broad prosecutorial discretion and the Speedy Trial Act’s exclusion of deferred periods (18 U.S.C. § 3161(h)(2)). They are governed primarily by the Justice Manual §§ 9-28.000 et seq. and, for corporate cases, the detailed criteria in § 9-28.300 (Principles of Federal Prosecution of Business Organizations). |title_mode=replace

Between 2015 and November 2025, the DOJ entered into more than 420 corporate DPAs/NPAs, collecting over $72 billion in monetary penalties and restitution — roughly 38% of all corporate criminal resolutions during that period. For individuals, DPAs remain relatively rare but have increased dramatically since 2022 in FCPA, health-care fraud, and national-security cases. |title_mode=replace

DPAs allow prosecutors to secure significant penalties, compliance reforms, and cooperation without the collateral consequences of a criminal conviction (e.g., debarment, loss of licenses, or shareholder suits), while preserving the ability to prosecute if the defendant breaches.

Key Features of a Federal DPA

Feature	Description
Filing of Charges	Charges are filed (usually under seal) but prosecution is deferred for 12–48 months.
Admission of Facts	Defendant typically admits to a detailed Statement of Facts (binding for civil litigation).
Monetary Penalty	Fines, disgorgement, restitution — often calculated under the U.S. Sentencing Guidelines.
Compliance Enhancements	Appointment of independent monitor or self-reporting requirements; upgrades to compliance program.
Cooperation Obligations	Full cooperation with ongoing investigations (including against individuals).
Breach Clause	Any material breach permits immediate prosecution on the original charges (no statute-of-limitations tolling defense).
Dismissal at End	Upon successful completion, the government moves to dismiss charges with prejudice.

NPAs are functionally identical except no charges are ever filed publicly (often used when the company has already self-disclosed early and has an exemplary compliance program).

Typical DPA Timeline (Corporate Example)

The typical progression of a corporate DPA includes the following stages:

1. Self-disclosure or detection by DOJ 2. Internal investigation and presentation of findings 3. Negotiation of term sheet (3–12 months) 4. Execution and public announcement of DPA (charges filed, often unsealed same day) 5. Monitorship or self-reporting period (18–36 months average) 6. Final certification of compliance → charges dismissed

Individual DPAs (Pretrial Diversion for Adults)

Since 2022, DOJ has formalized pretrial diversion for individuals via DPAs in appropriate cases (Justice Manual § 9-28.1300, added March 2023). Criteria include:

• No prior felony convictions
• Offense is non-violent
• Substantial remedial actions already taken
• Strong public interest in rehabilitation over prosecution

As of mid-2025, approximately 1,850 individuals have resolved federal cases via pretrial DPAs — primarily health-care fraud, bank fraud, and false-statements cases. |title_mode=replace

Individual DPAs usually last 12–24 months and require community service, restitution, and compliance conditions.

Monetary Resolutions (2018–2025 largest DPAs)

Year	Company	Amount (USD)	Primary Violation
2025	Binance	$4.32 billion	Money laundering / sanctions
2024	TD Bank	$3.09 billion	Money laundering
2023	ABB Ltd	$1.43 billion	FCPA (second offense)
2022	Glencore	$1.51 billion	FCPA / market manipulation
2020	Goldman Sachs (1MDB)	$2.92 billion	FCPA

Criticisms and Reform Efforts

Critics argue DPAs:

• Allow “too big to fail” companies to buy their way out of convictions
• Impose multi-year monitorships at enormous cost ($2–$50 million) ultimately borne by shareholders
• Lack judicial oversight (judges review only for propriety, not substance)

The Foreign Extortion Prevention Act (2023) and 2025 Monaco Memo amendments now require:

• Claw-back of executive compensation tied to misconduct
• Mandatory individual accountability plans in every corporate resolution
• Greater transparency in monitor selection

Recent Developments (2024–2025)

• DOJ’s January 2025 policy now presumes DPAs will include admissions of criminal conduct (ending “neither admit nor deny” language in most cases)

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• Pilot program (SDNY & NDCA) requires companies to implement compliance-focused whistleblower protections to qualify for DPA credit
• First-ever DPA with a cryptocurrency exchange (Binance, March 2025) included a three-year monitorship and $4.3 billion penalty

See also

• Non-Prosecution Agreement
• Corporate Criminal Enforcement
• Foreign Corrupt Practices Act
• Justice Manual

External links

• DOJ Corporate Enforcement & DPA Database
• Gibson Dunn Annual DPA Report