DOJ Declined Prosecution of Private Equity Firm Following Voluntary Disclosures

According to an article by Arnold and Porter, the Department of Justice’s National Security Division (NSD) has declined prosecution against White Deer Management LLC for criminal conduct discovered after its acquisition of Unicat Catalyst Technologies LLC.

The article notes that Jeffery B. Vaden, Bracewell LLP; Jamie Joiner, Lindsey Roskopf; McGinnis Lochridge Re: White Deer Management LLC, et al., is the DOJ’s first action under the new Mergers and Acquisitions Policy, issued in March 2024.

The Policy encourages voluntary self-disclosure of national security-related violations by acquired entities, provided that the acquiring company acts promptly, cooperates fully, and remediates effectively.

While declining to prosecute is presumed for acquirors under those conditions, acquired entities are not guaranteed the same outcome.

White Deer acquired Unicat in 2021. Unbeknownst to White Deer, Unicat had committed sanctions and export control violations between 2014 and 2021 under the direction of its former CEO.

The misconduct included sales to embargoed countries, falsified shipping documents, and tariff evasion.

After the acquisition, White Deer uncovered the misconduct during post-closing integration and submitted a voluntary self-disclosure to NSD. Although the disclosure was outside the 180-day window set by DOJ policy, NSD deemed it timely given pandemic-related integration delays.

NSD cited White Deer and Unicat’s exceptional cooperation, including proactive data disclosure and continued support for prosecutions, and swift remediation efforts, such as firing culpable individuals and implementing a compliance program.

This cooperation led to the prosecution of Unicat’s former CEO. As a result, NSD declined prosecution of White Deer and entered into a non-prosecution agreement with Unicat.

For attorneys, this case illustrates the critical importance of early post-acquisition compliance reviews and timely disclosures under the NSD’s M&A Policy.

Legal teams advising on acquisitions should build robust diligence and integration processes that enable prompt identification and disclosure of legacy violations.