Trillium

What happened

On June 16, 2025, the U.S. Department of Justice (“DOJ”) announced it would not prosecute private equity firm White Deer Management LLC (“White Deer”) for criminal sanctions and export-control violations unearthed at Unicat Catalyst Technologies LLC (“Unicat”), a portfolio company acquired by White Deer in 2021. This marks the first time the DOJ has applied its safe-harbor merger-and-acquisition policy to shield a buyer from criminal charges—making it a landmark decision.

Key Takeaways

White Deer’s successful navigation of DOJ’s first M&A safe-harbor case sets a clear precedent: acquirers that uncover misconduct can avoid prosecution—if they act fast, report fully, cooperate wholly, and fix the issues swiftly. For private equity firms, this judgment reinforces the importance of integrating compliance tools and crisis playbooks into every acquisition.

The DOJ’s M&A Safe Harbor policy, introduced in March 2024, outlines four key actions: a lawful acquisition, voluntary and timely disclosure, full cooperation, and prompt remediation. White Deer triggered all four:

1. Lawful acquisition: White Deer purchased Unicat in good faith.
2. Voluntary disclosure: About one month after discovering a pending transaction with Iran in June 2021, White Deer reported it to DOJ—even before their internal probe was complete 
3. Full cooperation: White Deer and Unicat pulled overseas records, provided foreign-language documentation, and responded fully to investigators.
4. Timely remediation: Within a year, White Deer and Unicat terminated responsible employees, recovered funds from sellers, and implemented a robust sanctions-compliance program.

This case clearly shows that even significant violations—including over $3 million in unlawful sales to Iran, Venezuela, Syria, and Cuba—won’t necessarily lead to prosecution if an acquirer handles them correctly.

Lessons for other private equity firms

This ruling offers a practical roadmap for private equity firms that uncover wrongdoing following the acquisition of a company:

• Pre- and post-deal diligence matter: Strong screening and active integration missions can uncover hidden risks.
• Act quickly after discovery: Swiftly halting transactions and launching internal investigations builds DOJ trust.
• Disclose early—even mid-probe: Self-reporting before regulators knock shows integrity and gains favorable treatment.
• Cooperate fully: Providing foreign records, employees, and extensive evidence strengthens your case.
• Remediate thoroughly: Root-cause fixes—like firing responsible parties and overhauling compliance—are essential.

How Trillium Can Help

Compliance Program Development and Maintenance: Trillium helps you put in place policies and procedures that work for your firm. Developing, applying and maintaining up-to-date policies and procedures is paramount to fulfilling a firm’s regulatory obligations and fiduciary duty. 

Regulatory Tracking: Trillium keeps track of changes in the regulation of private equity funds and informs clients through email, phone calls and in-person discussions. We quickly identify and analyze impactful regulations and diligently work with our clients to make the necessary amendments to policies and procedures to ensure ongoing compliance.