On June 16, 2025, the National Security Division of the Ministry of Justice (“NSD”) and the American prosecutor’s office for the South Texas District announced a historic declination of pursuing the WHITE Deer Management Capital Société following its voluntary disclosure of sanctions violations committed by a acquired company.(1) This marks the first application of Safe Harbor’s provisions for a voluntary disclosure in relation to mergers and acquisitions – a policy implemented during the previous administration – and demonstrates the advantages of the application policies of the NSD while highlighting the continuous priorities of the application of administrations.
The declination of white deer, associated with the non-procedure agreement concluded with the Entity Acquis Unicat Catalyst Technologies LLC, provides critical advice for companies that sail on potential sanctions and violations of export control discovered during post-acquisition integration. He underlines that the voluntary framework of self-divulgation established under the previous administration remains fully operational and continues to offer substantial advantages to companies which act quickly and responsible for the discovery of a fault.
A post-acquisition model
The case concerns White Deer Management LLC, a key capital company which acquired a LLC Catalyst Technologies Unicat, based in Texas, in 2021.
In June 2021, the new CEO of Unicat went to the United States to start integrating operations. During this visit, the new CEO discovered that a tie had a pending transaction with an Iranian client and immediately canceled the agreement. During the following month, White Deer held the lawyer to investigate more and discovered a broader model of sanctions violations. Namely, from 2014 to 2021, the former CEO of Unicat had sold chemical catalysts to customers in Iran, Venezuela, Syria and Cuba, violating American sanctions. Unicat won around $ 3.33 million in revenue out of 23 illegal sales.
Critically, white deer voluntarily disclosed to the NSD before the end of the internal investigation, but after determining that the employees of the unicat had engaged in potentially criminal violations of American sanctions laws. This rapid disclosure has proven to be decisive in the guarantee of favorable treatment of the government.
First application of the NSD merger and acquisition policy
This declination represents the very first application of NSD’s voluntary disclosure in connection with the acquisition policy (the “NSD fusion policy”) since its creation in March 2024.(2) Policy provides that when a company: (1) ends a legal good -faith acquisition, (2) the potentially criminal violations voluntarily and in a timely and timely manner with the NSD investigation, and (4) in a timely and in time of distribution appropriately refuse to continue the buyer.(3)
NSD determined that the acquisition of White Deer was legal and in good faith and that the self-divulgation was appropriate in all the relevant circumstances, including the efforts of the Pandemic and the Cerf Blanc COVID-19 to integrate the operations of the Unicat. The government has credited the rapid cooperation of White Deer, which included the identification and disclosure of relevant evidence, in particular materials in foreign languages and evidence located abroad, and by providing detailed responses to government requests.
While the deputy prosecutor general of national security, John A. Eisenberg, noted: “After having acquired a company with a hidden history of sanctions violations, this capital-investment company discovered misconduct, stopped it and quickly reported it to the government, leading to the continuation of a senior manager. Our decision to cool the entity in the case of the national division and procedure in search of proof in research not of the service of the non -procedural division reward the leadership of responsible companies. »»(4)
Key considerations in the declination of the NSD
The agreement on the declination of white deer and the uninat-prevision highlight several critical considerations which could apply in cases:
- Quick voluntary self-divulgation: the white deer decision to disclose before completing its internal investigation has proven to be significant. The company has retained advice and discloses in the month of about a month following the discovery of violations, demonstrating the type of NSD rewards with rapid action under its policies.
- Exceptional cooperation: White Deer and Unicat provided exceptional cooperation which has materially helped the government’s investigation and led to the success of the former CEO of Unicat. This included the collection and disclosure of evidence proactively, including materials in foreign languages and located abroad, and providing complete responses to government requests.
- Effective association: The unicat has implemented complete correction measures in less than a year after the discovery of misconduct. These measures included the dismissal of guilty employees, the discipline of other persons involved in misconduct, the search for reimbursement of unicat sellers and the implementation of a robust compliance program.
- Nature of violations: While violations were serious – by arousing 23 illegal sales generating approximately $ 3.33 million in income – NSD considered that misconduct was orchestrated by the former CEO and other employees without the knowledge or participation of the new management of White Deer or Unicat.
A model emerges
The factors underlying NSD’s decision in the White Deer affair are aligning closely with those of Milliporesigma and USRA declinations from May 2024 and April 2025, respectively, which marked the first and second declinations published by NSD by virtue of its policy of application of commercial organizations after a voluntary self-divulgation.(5) NSD continues to reward companies that make early disclosure before completing internal surveys, providing proactive and complete cooperation and implementing effective correction measures. The agency also examines the nature and scope of underlying violations when determining appropriate resolutions. This decision -making model provides valuable advice for companies that navigate potential sanctions and export control violations.
Continuity of policies between administrations
The declination of white deer demonstrates the continuity of priorities and policies for applying the law through the transition of Biden administrations to Trump. The NSD mergers and acquisitions policy, established in March 2024 under the previous administration, was implemented by the current administration, ensuring predictability and consistency for companies navigating national security issues.
The coherent application of these policies between administrations reflects the bipartite recognition that voluntary self-divulgation serves critical national security interests by encouraging companies to identify, arrest and report violations that could otherwise remain hidden. As the NSD framework explains, control of exports and violations’ infractions “harm our national security” and this threat “informs how NSD arrives at an appropriate resolution”.(6) This resolution also shows that NSD’s approach to the application of companies seems to be aligned with the declared commitment of the criminal division to rationalize resolutions for companies that disclose early and cooperate.(7) The DoJ’s criminal division also has a similar policy linked to mergers and acquisitions, and we expect these policies to be applied in a coherent manner through the Ministry of Justice.(8)
Extended prescription status
Although voluntary self-divulgation policies remain coherent between administrations, companies should also take into account the recent extension of the limitation period for violations of sanctions from five to ten years.(9) This extended application window, applicable to violations after April 25, 2019, may require more complete historical journals during reasonable diligence and robust compliance programs capable of detecting violations over longer times.(10) The change reflects the recognition of the government according to which sanctions and violations of export control can have sustainable national security implications which justify prolonged implementation deadlines.
Conclusion
The declination of white deer marks the first application of the provisions linked to the merger of the merger of the NSD, demonstrating that voluntary self-divulgation policies continue to animate decision-making at the Ministry of Justice, providing predictability and substantial advantages for companies that act quickly and proactively by discovering potential violations. The case, combined with an extended ten -year limitation period for violations of sanctions, underlines the critical importance of robust compliance programs and in -depth reasonable diligence in mergers and acquisitions. Companies must be ready to carry out complete historical journals, to implement effective post-acquisition integration processes and to respond quickly and in a transparent manner when potential violations are discovered
End notes
(1) Department of Justice, press release (June 16, 2025), Available at https://www.justice.gov/opa/pr/justice-department-declines-private-quity-firmfollowing-voluntary-divulclosure.
(2) Department of Justice, national security division, Policy of application of commercial organizations,, Available at https://www.justice.gov/nsd/media/1285121/dl?inline=.
(3) Identifier.
(4) Department of Justice, press release (June 16, 2025), Available at https://www.justice.gov/opa/pr/justice-department-declines-private-quity-firmfollowing-voluntary-divulclosure.
(5) The MJ national security division issues a second version under the policy of the application of companies, Cleary Gottlieb Steen & Hamilton (May 2, 2025), Available at https://www.clearygottlieb.com/news-and-insights/publication-listing/doj-station-security-division-issues-second-declinination-under-corporate-enforcement-policy.
(6) Department of Justice, national security division, Policy of application of commercial organizations,, Available at https://www.justice.gov/nsd/media/1285121/dl?inline=.
(7) The Doj Criminal Division announces the plan of application of white passes and revisions to three key policies, Cleary Gottlieb Steen & Hamilton (May 15, 2025), Available at https://www.clearygottlieb.com/news-and-insights/publication-listing/doj-criminal-division-announs-white-collar-enforcement-plan-and-revis- To-three-key-polies.
(8) Department of Justice, speech (October 4, 2023), Available at https://www.justice.gov/archives/opa/spech/deputy-attorney-general-losa-onaco-ennouns-new-safe-harbor-policy-voluntary-self.
(9) 21st century Peace Through Strength Act, pub. L. n ° 118-50, div. D (April 24, 2024).
(10) Office of foreign assets control, press release (July 22, 2024), Available at https://ofac.treasury.gov/recent-actions/20240722.
This message comes from Cleary Gottlieb Steen & Hamilton LLP. It is based on the company’s memorandum, “the DOJ national security division first issues the declination under the provisions of the merger”, dated June 18, 2025, and available here.
