Corporate Prosecution Reform Act

This Act may be cited as the “Corporate Prosecution Reform Act”.

It is the sense of Congress that—

(1) the prosecution of corporate crimes should be conducted with the same rigor and commitment as the prosecution of individual crimes;

(2) deferred prosecution agreements and non-prosecution agreements should only be used when they serve the public interest and are likely to result in meaningful reforms; and

(3) the penalties and terms imposed by deferred prosecution agreements and non-prosecution agreements should be sufficient to hold the defendant accountable for misconduct, compensate victims, prevent corporate recidivism, and deter future corporate offenses.

(a) Definitions.— Section 3172 of title 18, United States Code, is amended—

(1) in paragraph (1), by striking “, and” at the end and inserting at semicolon;

(2) in paragraph (2), by striking the period at the end and inserting a semicolon; and

(3) by adding at the end the following:

“(3) the term business entity means a corporation, association, partnership, limited liability company, limited liability partnership, or other legal commercial entity; and

(4) the term corporate offense means—

(A) a violation or alleged violation of Federal law committed by—

(i) a business entity; or

(ii) an individual employed by a business entity within the conduct of the individual’s occupational role; and

(B) any other violation or alleged violation of Federal law determined by the Attorney General to be a corporate offense.”.

(b) Periods of delay.— Section 3161(h)(2) of title 18, United States Code, is amended—

(1) by striking “Any period of” and inserting “(A) Any period of”;

(2) by inserting “ of an offense that is not a corporate offense” after “prosecution”; and

(3) by adding at the end the following:

“(B)

(i) Any period of delay during which prosecution of a corporate offense is deferred by the attorney for the Government pursuant to written agreement with the defendant, with the approval of the court of the terms of such agreement, for the purpose of allowing the defendant to demonstrate his good conduct.

(ii) In making the determination under clause (i), the court may not approve an agreement—

(I) in the case of an offense resulting in—

(aa) loss of life; or

(bb) serious bodily injury (as such term is defined in section 1365);

(II) in the case of an offense relating to treason, espionage, terrorism, money laundering, slavery, forced labor, or human trafficking; or

(III) if the defendant has previously—

(aa) been convicted of a similar corporate offense;

(bb) entered into an agreement under this subparagraph related to a similar corporate offense (as well as any agreement under section 3161(h)(2), as in effect on the day before the date of enactment of the Corporate Prosecution Reform Act, related to a similar corporate offense); or

(cc) entered into an agreement described in section 3784(b)(2) related to a similar corporate offense.

(iii) In making the determination under clause (i), the court may not approve an agreement unless the court determines that—

(I) the agreement is in the public interest;

(II) the terms and penalties under the agreement are sufficient to hold the defendant accountable for misconduct, compensate each victim, prevent unlawful behavior by the defendant, and deter similar corporate offenses; and

(III) each victim of an offense alleged in the agreement has been afforded the rights described in section 3771, and has been afforded the right to—

(aa) confer with the attorney for the Government no less than 15 days before such agreement is offered to the defendant; and

(bb) be heard by the court or provide the court with written testimony, prior to the court making a determination under clause (i).

(iv) Any period of delay during which the court is making the determination under clause (i) shall be included in the period of delay described in such clause.

(v) In the case of an agreement that the court approved under clause (i), the court may not approve a proposed change to such agreement unless the court determines that the change meets the requirements under clause (iii). If the court determines that the change does not meet such requirements, the terms and penalties of the approved agreement shall remain in effect.

(vi) The court may—

(I) on its own, or on motion of any party, review the implementation or termination of the agreement, and take any appropriate action to assure that the implementation or termination is in the public interest; and

(II) order a party or an independent monitor to file evidence with the court to aid the court in making the determination under clause (i).”.

(a) In general.— Part II of title 18, United States Code, is amended by adding at the end the following:

“(a) Establishment of guidance.— The Attorney General shall establish guidance, and as necessary revise the internal policies and procedures of the Department of Justice, for the use of—

(1) an agreement described in section 3161(h)(2)(B);

(2) an agreement described in section 3784(b)(2) related to an alleged corporate offense; or

(3) an agreement related to any voluntary disclosure policy of the Department of Justice involving an alleged corporate offense.

(b) Description.— The guidance established under subsection (a) shall—

(1) improve the use of, and compliance with, the agreements described in such subsection;

(2) standardize the enforcement of and compliance with, such agreements;

(3) to the extent practicable, maintain parity between the use of, and terms and penalties included in, such agreements with respect to substantively similar corporate offenses; and

(4) ensure that such agreements—

(A) achieve substantial justice, including for victims and the public;

(B) prevent corporate recidivism; and

(C) deter future corporate offenses;

(c) Publication.— The Attorney General shall publish the guidance described in paragraph (1) on the website of the Department of Justice.

(a) In general.— There is hereby established within the Department of Justice, under the general authority of the Attorney General, an Office of Corporate Enforcement (in this chapter referred to as the “Office”).

(b) Separate office.— The Office shall be a separate and distinct office within the Department of Justice, not subsumed by any other office, headed by a Director, who shall report to the Deputy Attorney General.

(c) Appointment.— The Attorney General shall appoint the Director.

(d) Staff.— The Attorney General is authorized to provide the Office of Corporate Enforcement with such full-time professional and clerical staff and with the services of such consultants as may be necessary for it to carry out its duties and functions.

(a) Monitoring.— The Director shall monitor the implementation of and compliance with each agreement that is approved pursuant to section 3161(h)(2)(B) or described in section 3784(b)(2).

(b) Reporting violations.— If the Director determines that any individual or business entity subject to an agreement under section 3161(h)(2)(B) or described in section 3784(b)(2) has violated the terms of that agreement, the Director shall report such violation to the Deputy Attorney General.

(a) Deferred prosecution agreements.—

(1) In general.— Not later than 30 days after the court approves an agreement under section 3161(h)(2)(B), the Attorney General shall make available on the public website of the Department of Justice—

(A) the text of the agreement;

(B) the defendant;

(C) any offense or alleged offense identified by the agreement;

(D) the terms of the agreement, including any fines or penalties;

(E) all the terms and conditions of any agreement or understanding between—

(i) an independent monitor appointed pursuant to the agreement; and

(ii) the defendant or the Department of Justice; and

(F) any reference to—

(i) any other such agreement approved between the United States and the individual or business entity, including such an agreement that is no longer in effect as of the date of publication;

(ii) any agreement described in subsection (b)(2), including such an agreement that is not in effect as of the date of publication; and

(iii) any prior conviction of the individual or business entity for a similar Federal offense.

(2) Agreements in effect and prior agreements.— The Attorney General shall make available on the public website of the Department of Justice the information described in paragraph (1)—

(A) not later than one year after the date of enactment of this Act, for each agreement approved under subparagraph (B) of section 3161(h)(2) (as well as any agreement under section 3161(h)(2), as in effect on the day before the date of enactment of the Corporate Prosecution Reform Act, related to any corporate offense) that is in effect on the date of enactment; and

(B) not later than 3 years after the date of enactment of this Act, for each agreement described in subparagraph (A) that was in effect during the period beginning on January 1, 1993, and ending on the date of enactment of this Act.

(b) Non-Prosecution agreements.—

(1) Publication.— Not later than 30 days after an agreement described in paragraph (2) is finalized, the Attorney General shall make available on the public website of the Department of Justice—

(A) the text of the agreement;

(B) the identified individual or business entity;

(C) any offense or alleged offense identified by the agreement;

(D) the terms of the agreement, including any fines or penalties; and

(E) a reference to—

(i) any other agreement described in paragraph (2) between the United States and the individual or business entity, including such an agreement that is no longer in effect as of the date of publication;

(ii) any agreement approved under subparagraph (B) of section 3161(h)(2) (as well as any agreement under section 3161(h)(2), as in effect on the day before the date of enactment of the Corporate Prosecution Reform Act, related to any corporate offense) between the United States and the individual or business entity, including such an agreement that is no longer in effect as of the date of publication; and

(iii) any prior conviction of the individual or business entity for a similar Federal offense.

(2) Agreement described.— An agreement described in this paragraph is a written agreement—

(A) in which the United States agrees to—

(i) stop, pause, defer, or resolve an investigation or prosecution of a corporate offense; or

(ii) decline to or otherwise not prosecute a corporate offense; and

(B) that is not an agreement described in section 3161(h)(2)(B).

(3) Agreements in effect and prior agreements.— The Attorney General shall make available on the public website of the Department of Justice the information described in paragraph (1)—

(A) not later than one year after the date of enactment of this Act, for each agreement described in paragraph (2) that is in effect on the date of enactment; and

(B) not later than 3 years after the date of enactment of this Act, for each agreement described in paragraph (2) that was in effect during the period beginning on January 1, 1993, and ending on the date of enactment of this Act.

(a) In general.— Except in the case of an agreement under section 3162(h)(2) that is approved by an appropriate district court of the United States in accordance with such section, the Government may not enter into any agreement with a business entity or an individual in which the Government agrees to decline prosecution of, or otherwise not prosecute, a corporate offense, in exchange for payment of a fine, penalty, or other monetary consideration.

(b) Void.— Any agreement entered into in violation of this section shall be void and unenforceable.

(c) Rule of construction.— Nothing in this section shall be construed to—

(1) prevent the Government from issuing advisory opinions, entering into immunity agreements, entering into civil consent decrees filed in a court, or entering plea bargaining agreements governed by Rule 11 of the Federal Rule of Criminal Procedure; or

(2) affect any agreement that is in effect on the date of enactment of this section.

Not later than 1 year after the date of enactment of the Corporate Prosecution Reform Act, and annually thereafter, the Attorney General shall submit to the Committees on the Judiciary of the House of Representatives and of the Senate a report that includes—

(1) each agreement entered into under section 3161(h)(2)(B) or described in section 3784(b)(2) during the preceding year;

(2) any instance of non-compliance by a defendant with an agreement entered into under section 3161(h)(2)(B) or described in section 3784(b)(2) during the preceding year;

(3) a list of each agreement under section 3161(h)(2)(B) (as well as any agreement under section 3161(h)(2), as in effect on the day before the date of enactment of the Corporate Prosecution Reform Act, related to any corporate offense) or described in section 3784(b)(2) that is still in effect as of the date of the report;

(4) any changes to an agreement described in paragraph (3), including any extensions to the term of such an agreement; and

(5) a list of each agreement under section 3161(h)(2)(B) (as well as any agreement under section 3161(h)(2), as in effect on the day before the date of enactment of the Corporate Prosecution Reform Act, related to any corporate offense) or described in section 3784(b)(2) that was terminated during the preceding year, including a description of the defendant’s compliance with terms of the agreement.”.

In this chapter, the terms have the meanings given such terms in section 3172.

(b) Table of chapters amendment.— The table of chapters for part II of title 18, United States Code, is amended by adding at the end the following:

Part MM of title I of the Omnibus Crime Control and Safe Streets Act of 1968 (34 U.S.C. 10721 et seq.), is amended—

(1) in the part heading, by striking “White Collar Crime” and inserting “Cyber and Financial Crime”; and

(2) by striking “white collar crime” each place such term appears and inserting “cyber and financial crime”.