Federal Defense Corporate Executives

The Government Prosecutes the Person Who Signed, Not the Person Who Knew

Corporate authority has become the predicate for criminal exposure. The executive who occupies a position of responsibility within a regulated enterprise does not need to have participated in the conduct, directed the conduct, or possessed awareness of the conduct in order to face federal charges. Under the responsible corporate officer doctrine, affirmed by the Supreme Court in United States v. Park, the government must establish only that the defendant held authority to prevent or correct a violation and failed to exercise it. The intent requirement that structures most federal criminal law does not apply. What applies is the title on the door, the reporting structure on the organizational chart, the signature on the compliance certification.

In September 2025, the Department of Justice Criminal Division announced white collar charges involving more than 200 individuals and 140 criminal convictions obtained by the Fraud Section in a single fiscal year. The arithmetic should concern every person who holds a C-suite title, sits on a board of directors, or exercises supervisory authority over regulatory compliance. These are not statistics about corporations. They are statistics about people who went to work, occupied offices, attended meetings, and are now defendants in federal proceedings.

The Doctrine That Requires No Intent

The responsible corporate officer doctrine originated in United States v. Dotterweich in 1943 and received its present form in Park thirty two years later. John R. Park was the president of Acme Markets, a national food chain. FDA inspectors found rodent contamination in the company’s warehouses. Park had not visited the warehouses. He had not ordered the conditions that led to the contamination. He had delegated responsibility for warehouse sanitation to subordinates who failed to perform. The Supreme Court convicted him. The holding was direct: a corporate officer who has authority and responsibility to prevent regulatory violations bears criminal liability when those violations occur, regardless of personal knowledge or participation.

The doctrine was designed for misdemeanor offenses under the Federal Food, Drug, and Cosmetic Act. It has not remained there. Federal prosecutors have applied the theory, with judicial approval, to environmental statutes, workplace safety regulations, and financial reporting requirements. The Environmental Protection Agency has used it to prosecute executives for Clean Water Act violations at facilities they had never visited. The Department of Health and Human Services has pursued it against pharmaceutical executives whose employees engaged in off-label promotion that the executives neither authorized nor knew about. Each expansion follows the same logic: if you had the power to stop it, your failure to stop it is the crime.

That word, failure, deserves isolation. Federal criminal law generally requires an act. The responsible corporate officer doctrine criminalizes an omission. It converts the absence of supervision into the presence of guilt. For executives accustomed to delegating operational responsibility through layers of management, this inversion of ordinary criminal law principles represents a category of exposure that most corporate counsel never adequately explain.

What the Department of Justice Announced in 2025

On May 12, 2025, Deputy Attorney General Todd Blanche issued a memorandum titled “Focus, Fairness, and Efficiency in the Fight Against White-Collar Crime.” The document articulated five principles for the Department’s criminal enforcement apparatus. The first was individual accountability. Blanche stated that prosecuting individual criminals, whether executives, officers, or employees, constitutes the Department’s “first priority” and represents the “strongest deterrent” against future corporate misconduct. A massive fine paid years after an investigation begins, he noted, deters less than the prosecution of the person who made the decision.

This is not new rhetoric. In September 2015, Deputy Attorney General Sally Yates issued a memorandum that carried her name into the permanent vocabulary of white collar practice. The Yates Memo required corporations seeking cooperation credit to provide the Department with all relevant facts about individual misconduct. Partial disclosure was insufficient. A company that identified the scheme but shielded the individuals who designed it received no credit. The policy survived three administrations and two revisions. It remains operative in substance.

What changed in 2025 is institutional structure. The Criminal Division revised its Corporate Enforcement and Voluntary Self-Disclosure Policy in May, and in December announced that a single, unified corporate enforcement policy would apply to criminal cases across the entire Department. The consolidation eliminates the inconsistencies that previously allowed defense counsel to exploit differences between sections. A fraud investigation in the Eastern District of Virginia now operates under the same cooperation framework as an environmental prosecution in the Central District of California. The rules are the same everywhere. The exposure is uniform.

The Department’s revised cooperation framework creates a specific and operational incentive for corporations to identify culpable executives by name. A company that conducts an internal investigation and delivers its findings to the government, including the identification of individuals responsible for the conduct, may receive a declination of corporate prosecution. A company that conducts the same investigation and withholds the names receives no credit. The corporate interest and the individual interest diverge at the precise moment when the executive most needs the corporation’s protection.

The Prosecutions the Statistics Describe

Carl Alan Zaglin was a Georgia businessman. In September 2025, a federal jury in Miami convicted him of conspiracy to violate the Foreign Corrupt Practices Act, a substantive FCPA violation, and conspiracy to commit money laundering. On December 2, 2025, the court sentenced him to eight years of imprisonment. The conduct involved a scheme to bribe Honduran government officials to secure contracts for a Georgia-based manufacturer. Zaglin was not a government official. He was not a foreign national. He was an American executive who authorized payments that the statute prohibits.

In November 2025, the Department reached its first criminal FCPA corporate resolution under the new enforcement guidelines. Comunicaciones Celulares S.A., a subsidiary of Millicom International Cellular operating as TIGO Guatemala, entered a deferred prosecution agreement. The conduct involved employees and executives. The resolution required the company to cooperate in the ongoing investigation of individuals. Those individuals have not yet been named in public filings. They will be.

After a fifteen year hiatus, the Fraud Section indicted three corporate entities in 2025: SGO Corporation, which operates as Smartmatic; Done Global; and Mindful Mental Wellness. The simultaneous prosecution of entities and the individuals who directed them reflects the Department’s stated position that corporate and individual accountability are not alternatives. They are parallel tracks.

In April 2025, the charges against former Cognizant executives Gordon Coburn and Steven Schwartz were dismissed. Federal prosecutors cited the FCPA Pause Order and stated that further prosecution was not in the interests of the United States. The dismissal should not be read as leniency. It should be read as prosecutorial selection. The Department is choosing its cases with greater precision, and the cases it chooses to pursue receive more resources, more institutional commitment, and more experienced trial attorneys than the cases it declines.

Sentencing in the Federal System Operates on a Different Calculus

The Federal Sentencing Guidelines assign offense levels based on the amount of loss, the number of victims, the sophistication of the scheme, the defendant’s role in the offense, and the presence of aggravating factors including obstruction of justice. For a corporate executive convicted of fraud with a loss amount exceeding $25 million, the base offense level produces an advisory guideline range that begins at ten years. A loss amount exceeding $65 million produces a range that begins at fourteen. These are not statutory maximums. They are the starting points from which the court calculates the sentence.

Obstruction enhancements attach to conduct that many executives consider ordinary business activity. Instructing subordinates to preserve only certain categories of documents. Discussing the investigation with co-subjects after learning of a grand jury proceeding. Providing a statement to a federal agent that omits material information. Each of these actions adds two levels to the offense calculation. The difference between level 30 and level 32 under the Guidelines is the difference between 97 months and 121 months. That is two years of additional imprisonment for a conversation that lasted fifteen minutes.

Role enhancements apply when the defendant occupied a position of leadership in the criminal activity. For an executive who directed subordinates, a four level enhancement is standard. For an executive who organized the entire scheme, the enhancement can be as high as five levels if the criminal activity involved five or more participants. The Guidelines treat organizational authority in the corporation as organizational authority in the offense. The same chain of command that generates corporate liability generates sentencing exposure.

The Privilege Problem

Attorney-client privilege protects communications between a client and counsel made for the purpose of obtaining legal advice. The privilege belongs to the corporation, not to the individual officer. When the corporation decides to cooperate with the government, it may waive privilege over internal investigation materials, including interview memoranda containing statements by individual executives. The executive who spoke candidly to corporate counsel during an internal investigation, believing those communications to be privileged, discovers that the corporation has delivered the substance of those communications to federal prosecutors. The privilege waiver was the corporation’s to make.

This structural asymmetry defines the territory of executive defense. It is a terrain with elevation and concealment and exposure, and the executive who does not retain personal counsel at the earliest possible moment surrenders the ability to control his own position within it. Corporate counsel represents the corporation. Corporate counsel’s obligation runs to the entity, not to the officers who speak with corporate counsel during the investigation. When the interests of the corporation and the interests of the executive diverge, and they will diverge, corporate counsel will serve the corporation.

The Department’s cooperation framework accelerates this divergence. A corporation that provides the government with the results of its internal investigation, including evidence implicating specific individuals, may receive a declination. The corporation survives. The individuals face prosecution. The mechanism is explicit. It is stated in the Department’s published policy. It is not a secret. And yet executives continue to participate in internal investigations without personal counsel, continue to provide statements to corporate investigators who owe them no duty of loyalty, continue to assume that the corporation’s interests and their own interests are aligned.

What Defense Counsel Does Before the Indictment

The period between the commencement of a federal investigation and the return of an indictment is the period in which defense is most effective and least visible. An experienced attorney can engage with the prosecution team, can present exculpatory evidence to the assigned AUSA, can argue that the client’s role was supervisory rather than directive, can demonstrate that the client took affirmative steps to prevent the conduct once it came to light. These interventions occur in conference rooms and through letter submissions. They do not occur in courtrooms. They produce no public record. When they succeed, the result is the absence of an indictment, which is the absence of a public event, which means that the most successful federal criminal defense is the defense that no one ever learns about.

Preservation of the executive’s professional reputation is not a collateral benefit. It is the central objective. An indictment, even one that results in acquittal, destroys careers. Public companies must disclose criminal proceedings involving officers and directors. Regulatory bodies initiate parallel proceedings upon learning of an indictment. Business relationships terminate. Board memberships end. The financial consequences of an indictment that is later dismissed exceed the financial consequences of many convictions that result in probation. The indictment is the punishment. Everything that follows is additional.

DEFENSE TEAM SPOTLIGHT

Todd Spodek

Lead Attorney & Founder

Featured on Netflix's "Inventing Anna," Todd Spodek brings decades of high-stakes criminal defense experience. His aggressive approach has secured dismissals and acquittals in cases others deemed unwinnable.

NY Bar Admitted Multi-State Licensed Federal Courts

Meet the Full Team

Grand jury practice in the white collar context requires counsel who understands that the grand jury is an investigative body under the control of the prosecution. The target of a grand jury investigation has no right to appear before the grand jury, no right to present witnesses, no right to cross-examine the government’s witnesses, and no right to learn what evidence the government has presented. Defense counsel’s access to the grand jury process is indirect: through negotiations with the prosecution, through motion practice challenging subpoenas, through the identification of legal deficiencies in the government’s theory. This is not trial work. It is work conducted in the absence of a tribunal, under rules that favor the prosecution, in a proceeding that returns an indictment in ninety nine percent of cases.

The Ten High-Impact Areas

The Department’s May 2025 memorandum directed Criminal Division prosecutors to concentrate resources on ten categories of criminal conduct. Healthcare fraud. Federal program and procurement fraud. Trade and customs fraud. Fraud perpetrated through Chinese variable interest entities. Fraud that victimizes United States investors, individuals, and markets. National security offenses. Cartel-related conduct. Complex money laundering. Violations of the Controlled Substances Act and the Federal Food, Drug, and Cosmetic Act. Bribery, including foreign bribery under the FCPA. Corporate executives whose companies operate within any of these sectors face heightened prosecutorial attention. The Department has announced where it intends to direct its resources. Defense counsel must accept that announcement at face value.

The narrowing of prosecutorial focus produces a counterintuitive effect. Fewer investigations means that each investigation receives more resources. A corporate executive who becomes the subject of a federal investigation in 2026 faces a prosecution team that is better staffed, better resourced, and more committed to obtaining a conviction than the prosecution team would have been five years ago, when the Department’s attention was distributed across a broader range of conduct. Selection produces intensity. The cases the Department chooses to pursue are the cases it intends to win.

Spodek Law Group Represents Corporate Executives Facing Federal Exposure

We have defended CEOs, CFOs, general counsel, board members, and division presidents in federal investigations involving fraud, bribery, regulatory violations, and obstruction. We represent clients during the pre-indictment phase, at trial, and on appeal. We understand the institutional dynamics of the Department of Justice because we have practiced against it in the Southern and Eastern Districts of New York, and in federal courts across the country, for decades.

If you are a corporate officer who has received a grand jury subpoena, a target letter, or a request for an interview from federal agents, the time to retain personal counsel is now. If your corporation has commenced an internal investigation and you have been asked to participate, the time to retain personal counsel was before the interview began. Every day without independent representation is a day in which your interests are being managed by attorneys whose obligations run to the entity, not to you.

Call the Spodek Law Group at (888) 535-3686 for a confidential consultation.