When the Justice Department under Donald Trump made it clear it preferred cooperation over courtroom battles with corporations, many white-collar defense lawyers saw an opening. The ultimate prize? A declination letter — an official statement from the DOJ that it would not prosecute a company despite evidence of wrongdoing.
Such letters are rare, but in April the Universities Space Research Association (USRA) secured one, making it only the second company to receive the coveted clearance under Trump’s second administration. The case provides a blueprint for how corporations can avoid prosecution — and it highlights the DOJ’s shifting philosophy on corporate crime.
What Happened: A Rogue Employee and a Sensitive Sale
In 2017, Jonathan Soong, a USRA employee managing software sales tied to a U.S. Army aviation contract, received an email from Beihang University in China. The Beijing institution was on a U.S. government blacklist due to its ties to rocket and drone development.
Soong initially flagged the request as off-limits. But when Beihang routed the purchase through a front company, Beijing Rainbow Technical Development Ltd., Soong approved the deal, giving the Chinese university access to sensitive U.S. military aviation software.
The transaction went unnoticed for years until USRA administrators discovered it while reviewing compliance documents. An internal probe confirmed Soong had acted alone and personally pocketed profits from several sales.
USRA fired Soong, launched an internal investigation, and disclosed the misconduct to the DOJ. Soong later pleaded guilty, repaid $161,000, and was sentenced to 20 months in prison in 2023.
Why the DOJ Declined to Prosecute
Instead of punishing USRA, the DOJ issued a declination letter in April 2024, praising the nonprofit for its “exceptional and proactive cooperation.”
According to USRA’s outside counsel, Clark Kent Ervin of Squire Patton Boggs, the decision hinged on three key factors:
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Swift Self-Disclosure – USRA voluntarily reported the misconduct as soon as it was uncovered.
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Internal Accountability – The company fired Soong and tightened internal compliance controls.
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Full Cooperation – USRA provided comprehensive records to investigators and continued assisting throughout the 18-month inquiry.
In short, the DOJ accepted USRA’s argument that the organization was a victim of a rogue employee, not a co-conspirator.
The DOJ’s New Playbook for Companies
Declination letters are not new, but they have historically been exceedingly rare. In 2024, the DOJ issued only five. Under Trump’s DOJ, only two have been granted so far:
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USRA for the aviation software sale.
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Liberty Mutual, which disclosed bribery by employees in India and repaid $4.7 million in profits.
In June, Matthew Galeotti, head of the DOJ’s criminal division, outlined the department’s “declination roadmap” in a speech. The message to corporations was clear:
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Investigate internally.
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Disclose voluntarily.
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Take corrective action.
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Cooperate fully.
Follow those steps, and the DOJ will strongly consider declining prosecution. A new DOJ policy manual even includes a flowchart to help white-collar defense lawyers map out the process.
Why It Matters
For companies, the distinction between a criminal indictment and a declination letter is existential. A prosecution could destroy a firm’s reputation, cripple operations, and trigger lawsuits from investors or regulators. Even a non-prosecution agreement casts a shadow. A declination letter, by contrast, is a stamp of approval that a company acted responsibly and deserves to move forward without penalty.
Critics argue the policy risks letting corporations off too easily, particularly if wrongdoing is systemic. But supporters say it encourages companies to build stronger compliance programs and self-report problems rather than cover them up.
Lessons for Corporate America
The USRA case shows how quickly the DOJ’s stance can shift when companies meet its expectations. As Ervin, USRA’s attorney, put it:
“What the company did next after we discovered this made all the difference. The company took swift and proactive measures to disclose the wrongdoing, cooperate, and correct course.”
For companies facing potential exposure, the takeaway is clear: run to the government, not away from it.
