Antitrust Division Leniency Policy and Procedures

7- 3.300 - Antitrust Division Leniency Policy and Procedures
7- 3.310 Type A Corporate Leniency
7-3.320 Type B Corporate Leniency
7- 3.330 Individual Leniency

7-3.340 Application Process
The Antitrust Division has a policy of according leniency to organizations or individuals
that self-report their participation in a criminal conspiracy in violation of Section 1 or
3(a) of the Sherman Antitrust Act, 15 U.S.C. §§ 1, 3(a) (“illegal activity”), and meet certain
conditions. As used in this policy, an organization or individual that meets the criteria
for leniency will not be charged criminally for the illegal activity.
The corporate leniency policy, 7-3.310-20, is the Antitrust Division’s voluntary self-
disclosure policy. It incentivizes timely corporate self-reporting that facilitates
prosecution of individuals responsible for the misconduct. An organization that seeks to
self-report illegal activity to the Antitrust Division, but does not meet the conditions of
the corporate leniency policy, will not be eligible for a declination.
Pursuant to JM § 9-28.900(A)(3)(c), when an acquiror discloses illegal activity by the
acquired entity, the prosecution team should apply a presumption of declination to the
acquiror only if the parties (i) satisfy all relevant requirements of the Antitrust Division’s
leniency policy; (i i) voluntarily disclose the misconduct to the Antitrust Division (and the
Federal Trade Commission, if the Commission is reviewing the transaction) before the
merger or acquisition closes; and (iii) enter into an agreement, to the satisfaction of the
Antitrust Division (and, when relevant, Federal Trade Commission), that (a) suspends any
review period until a conditional leniency letter is issued or the marker lapses, and/or (b)
otherwise commits to not close the merger or acquisition for a specified period of time,
in the discretion of the Antitrust Division (and, when relevant Federal Trade
Commission), after a conditional leniency letter is issued or the leniency marker expires.
For the purposes of JM § 9-28.900(A)(3)(c), in situations where the Antitrust Division
concludes that the parties have satisfied the requirements of Sections 9-28.900(A)(3)(c)(i)
– (iii), the prosecution team may effectuate this “presumption of declination” by issuing
a conditional leniency letter or its functional equivalent. See JM § 7-3.340(B)-(C).

Additional information and current contact information to make an application can be
found in the Antitrust Division’s Leniency Program FAQs, available
at: https://www.justice.gov/atr/leniency-program
Whenever used in this policy, “current directors, officers, and employees” and “timely,
truthful, continuing, and complete cooperation” are defined in the model conditional
leniency letters available at: https://www.justice.gov/atr/leniency-program
[updated March 2024]
7- 3.310 - Type A Corporate Leniency
Leniency will be granted to an organization that reports its participation in illegal activity
before the Antitrust Division has begun an investigation if:
1. At the time the applicant reports the illegal activity, the Antitrust Division has not
received information about the illegal activity from any other source;
2. The applicant, upon its discovery of the illegal activity, promptly reports it to the
Antitrust Division;
3. The applicant reports its participation in the illegal activity with candor and
completeness and makes a confession of wrongdoing that is truly a corporate
act, as opposed to isolated confessions of directors, officers, and employees;
4. The applicant provides timely, truthful, continuing, and complete cooperation to
the Antitrust Division throughout its investigation;
5. The applicant uses best efforts to make restitution to injured parties, to
remediate the harm caused by the illegal activity, and to improve its compliance
program to mitigate the risk of engaging in future illegal activity; and
6. The applicant did not coerce another party to participate in the illegal activity and
clearly was not the leader or originator of that activity.
If Type A leniency is granted, the applicant’s current directors, officers, and employees
will not be charged criminally for the illegal activity if they provide timely, truthful,
continuing, and complete cooperation to the Division throughout its investigation of the
illegal activity.
[updated June 2022]

7- 3.320 - Type B Corporate Leniency
Leniency will be granted to an organization that reports its participation in illegal activity
but does not meet the criteria for Type A Corporate Leniency if:
1. At the time the applicant reports the illegal activity, the Antitrust Division does
not yet have evidence against the applicant that, in the Antitrust Division’s sole
discretion, is likely to result in a sustainable conviction against the applicant;
2. The applicant, upon its discovery of the illegal activity, promptly reports it to the
Antitrust Division;
3. The applicant reports its participation in the illegal activity with candor and
completeness and makes a confession of wrongdoing that is truly a corporate
act, as opposed to isolated confessions of directors, officers, and employees;
4. The applicant provides timely, truthful, continuing, and complete cooperation
that advances the Antitrust Division’s investigation;
5. The applicant uses best efforts to make restitution to injured parties, to
remediate the harm caused by the illegal activity, and to improve its compliance
program to mitigate the risk of engaging in future illegal activity;
6. The applicant did not coerce another party to participate in the illegal activity and
clearly was not the leader or originator of that activity; and
7. The applicant is the first to qualify for leniency for the illegal activity reported and
the Antitrust Division determines that granting leniency to the applicant would
not be unfair to others.
In evaluating whether granting leniency to the applicant would be unfair to others, the
Antitrust Division will consider the nature of the illegal activity, the applicant’s role in it,
the applicant’s criminal history, and the timing of the leniency application.
The Antitrust Division will consider including non-prosecution protection for current
directors, officers, and employees of a Type B corporate leniency applicant, for the
illegal activity. Such protection is not guaranteed and is at the Antitrust Division’s sole
discretion. Individuals seeking non-prosecution protection as part of a Type B
application must admit their wrongdoing with candor and completeness and provide
timely, truthful, continuing, and complete cooperation that advances the Antitrust
Division’s investigation.
[updated June 2022]

7- 3.330 - Individual Leniency
Leniency will be granted to an individual reporting their participation in illegal activity
before the Antitrust Division has begun an investigation if:
1. At the time the individual reports the illegal activity, the Antitrust Division has not
received information about the illegal activity from any other source;
2. The individual reports the wrongdoing with candor and completeness and
provides timely, truthful, continuing, and complete cooperation to the Antitrust
Division throughout its investigation; and
3. The individual did not coerce another party to participate in the illegal activity
and clearly was not the leader or originator of that activity.
Any individual who does not qualify for leniency under the Individual Leniency Policy will
be considered for statutory or informal immunity or a non-prosecution agreement. The
Antitrust Division will make such decisions on a case-by-case basis consistent with the
Principles of Federal Prosecution.
[updated June 2022]
7- 3.340 - Application Process
A. Step One: Leniency Marker
A “marker” is the confirmation the Division gives a leniency applicant to hold its place in
line. While one applicant has a marker, no other applicant can obtain a marker for the
same conspiracy.
Markers must be requested using the contact information available
at: https://www.justice.gov/atr/leniency-program
To obtain a marker, an applicant must: (1) report that they have uncovered some
information or evidence indicating that the applicant has engaged in a criminal antitrust
violation and disclose the general nature of the conduct discovered; (2) identify the
industry, product, or service involved in terms that are specific enough to allow the

Antitrust Division to determine whether leniency is still available and to protect the
marker for the applicant; and (3) identify the client.
If the Antitrust Division determines a marker is available and the applicant qualifies for
one, it will inform the applicant. While the applicant holds the marker, the Antitrust
Division and the applicant will take steps to confirm that the applicant meets the
Leniency Policy’s requirements.
A marker is deemed “perfected” when the leniency applicant has provided sufficient
information to move from the marker stage to the conditional leniency letter stage.
B. Step Two: Conditional Leniency Letter
The second stage is the conditional leniency letter. This is the initial, conditional grant
of leniency to the applicant. An applicant will remain in this stage until it has
demonstrated that it can meet the criteria to qualify for leniency, including through
providing evidence of the self-disclosed violation.
The Antitrust Division’s model corporate and individual conditional leniency letters are
available at: https://www.justice.gov/atr/leniency-program
C. Step Three: Final Leniency Letter
The third stage is the final leniency letter. An applicant will receive a final leniency letter
after it satisfies its obligations under the conditional leniency letter and the Division
verifies the applicant’s representations regarding eligibility. Normally, the Division
issues the final leniency letter after the completion of the investigation and any resulting
prosecutions.
[updated June 2022]