DOJ’s First Antitrust Whistleblower Award: The New “Race to Report” and What Companies Should Do Now

For companies, the significance is the size of the award and what it signals. The prospect of a meaningful payout can accelerate insider reporting, and credible antitrust risks may reach DOJ before they reach a company’s legal or compliance team. That reality should shape how companies approach internal reporting and investigations. In the M&A context, it also reinforces the need for strong due diligence and post-closing integration and oversight.

Why This Matters for Internal Reporting and Investigations
The most immediate impact of DOJ’s first whistleblower award is on incentives and timing. A meaningful financial reward can change how quickly an employee, contractor, business partner or other insider reports suspected wrongdoing and whether that report goes to the company first or directly to DOJ. Companies may have limited time to react, learn about the issue and preserve evidence, understand what happened and decide how to respond if the whistleblower bypasses the company and reports to DOJ first.

This timing point also sits alongside Antitrust Division’s longstanding Corporate Leniency Program, which can offer significant benefits to the first qualifying company to self-report cartel conduct and meet the program’s requirements. The benefits include a promise of non-prosecution for the company and qualifying executives. In a whistleblower environment, the practical challenge is that a report to DOJ may come from an insider before the company even has notice of the alleged violation, much less has completed even an initial internal review, compressing the window to gather facts and evaluate whether and how to engage with DOJ. (For additional background on the program and practical steps companies can take to strengthen antitrust compliance and internal reporting in light of these incentives, see Pillsbury’s Client Alert, “Antitrust Division Announces First-Ever Antitrust Whistleblower Rewards Program.”)

Taken together, these timing and incentive dynamics can move a company from internal review to government engagement quickly—or bypass internal review until after an investigation has begun—and the resolution that follows may involve more than a one-time payment. In the EBLOCK matter, DOJ resolved the case through a DPA that required ongoing cooperation and concrete compliance steps, including maintaining a corporate compliance program with specified elements and reporting to DOJ on remediation and implementation. By resolving the case through a DPA, DOJ preserved its ability to proceed with prosecution if it determines EBLOCK failed to meet its obligations, while EBLOCK agreed that DOJ could use certain company statements and agreed-to facts in any such prosecution. (For more information on this first case, see Takeaways From 1st DOJ Antitrust Whistleblower Payout.)

These developments underscore that companies should build internal reporting and investigation processes that move quickly, preserve records and produce reliable facts that allow for informed decisions to be made on accelerated timelines. (For more information in these issues, see our prior analysis: How to Adjust Internal Reporting for the DOJ Antitrust Whistleblower Era, Anti-Corruption Report  and How to Know When to Use DOJ’s Antitrust Whistleblower Program.)

Why This Matters for Acquisitions
The EBLOCK case highlights a deal-related lesson: the importance to detect antitrust risk during the due diligence process since buyers face scrutiny tied to the seller’s pre-acquisition conduct and practices, especially if they continue after closing.

According to the DPA, EBLOCK acquired the assets of an online used-vehicle auction business and did not know about the charged conduct at the time of acquisition. The DPA also describes the conduct continuing into the post-acquisition period after the business’s auctions migrated onto EBLOCK’s platform, including conduct by legacy employees that EBLOCK says it sought to stop.

This sequence illustrates that pre-acquisition diligence, while critical, may not be sufficient by itself. Post-close integration and oversight often determine whether the seller’s pre-acquisition conduct and practices persist, particularly where legacy employees, systems or workflows remain in place during the transition.

Next Steps
DOJ’s first whistleblower payment provides an opportunity for companies to assess and test whether their antitrust compliance and reporting processes work quickly and effectively in practice. (See also Key Areas to Consider Under the Updated Antitrust Division Corporate Compliance Guidelines.)

Internal reporting and non-retaliation policies should clearly cover potential antitrust risks, and employees and other relevant parties should know how to use reporting channels in practice. At the same time, the organization should be ready to respond quickly when a credible report comes in by preserving key records, starting an internal review under privilege where appropriate and involving the right decision-makers early.

For companies pursuing acquisitions, antitrust considerations should be addressed during deal diligence, and post-close integration, particularly where the transaction presents elevated risk. Early oversight and controls during the integration period can help prevent the seller’s pre-acquisition conduct and practices from carrying over into the combined company. Finally, timing and incentives should remain front of mind when evaluating potential exposure, including how the whistleblower program and the Antitrust Division’s Corporate Leniency Program may affect available options if a report reaches DOJ before the company completes its internal review.