Full opinion text
MEMORANDUM OPINION Emmet G. Sullivan, United States District Judge The United States Attorney is the representative not of an ordinary party to a controversy, but of a sovereignty whose obligation to govern impartially is as compelling as its obligation to govern at all; and whose interest, therefore, in a criminal prosecution is not that it shall win a case, but that justice shall be done. Berger v. United States, 295 U.S. 78, 88, 55 S.Ct. 629, 79 L.Ed. 1314 (1935). Prosecutors are provided with many tools to use in the pursuit of justice and are granted significant discretion to decide how best to approach each case. The pending cases involve one such tool: the deferred-prosecution agreement (“agreement”). The concept is simple: The government intends to prosecute a defendant for criminal wrongdoing, but decides that the defendant is worthy of a chance at rehabilitation and avoiding the collateral consequences that accompany a criminal conviction. Rather than seeking a conviction through a trial or guilty plea, the government agrees to defer prosecution for a period of time during which the defendant will be monitored for compliance with various conditions, in an attempt to assess the defendant’s rehabilitation. If the defendant succeeds, the government does not prosecute. If the defendant does not succeed, the government may prosecute. In these two cases, deferred-prosecution agreements are pending before the Court. These agreements are. not, however, with individuals charged with criminal offenses, but rather with corporations. The government requests in - both cases that this Court determine: (1) that the parties are entitled to an exclusion of time under the Speedy Trial Act; (2) that Saena Tech Corporation (“Saena Tech”) and Intelligent Decisions, Inc. (“Intelligent Decisions”) have presented adequate corporate representatives who have the ability'to bind the corporations; and (3) that Saena Tech and Intelligent Decisions knowingly and voluntarily waived the right to indictment. No one disputes that the Court has the authority to make these determinations. These cases also present the question of the Court’s role, if any, in determining whether the agreements should be approved at all. The Court finds that the agreements in these two cases should be approved. Notwithstanding the government’s opinion of the Court’s limited role, the Court, as set forth infra, has the authority to assess the reasonableness of a deferred-prosecution agreement and to decline to approve agreements that are not genuinely designed to reform a defendant’s conduct. This authority is limited by the strong separation-of-powers concerns that an overly-zealous judicial review of prosecutorial decisions would raise as well as a recognition of the expertise that the Executive Branch has in making such decisions. As discussed infra, Congress intended judicial scrutiny in the-decision to divert prosecution. Applying these principles to both cases, and upon consideration of the pleadings, the submission of the amicus curiae in the Saena Tech case, the applicable law, and the entire record, the Court GRANTS the motions for exclusion of time under the Speedy Trial Act and APPROVES both deferred-prosecution agreements, subject to periodic status hearings to monitor the defendants’ compliance with those agreements. The parties are directed to file periodic reports to update the Court on the defendants’ progress and compliance with the terms of the deferred-prosecution agreements in each case as set forth in the Orders accompanying this Memorandum Opinion. In Part I of this opinion, the Court articulates the factual and . procedural background for the two agreements. Part II sets forth the history of the statutory provision upon which deferred-prosecution agreements are based and concludes that court involvement in the deferral of prosecution was specifically intended by Congress. In Part III, the Court reviews the two District Court decisions that have examined the scope of judicial authority to consider deferred-prosecution agreements and analyzes the two sources of authority identified in those decisions: the Speedy Trial Act and the Court’s supervisory power. In Part IV, the Court applies this framework to approve the agreements in the pending cases. In Part V, the Court discusses the extent to which the current use of deferred-prosecution agreements for corporations rather than individual defendants strays from Congress’s original intent when it created an exclusion from the speedy trial calculation for the use of such agreements. The Court is of the opinion that increasing the use of deferred-prosecution agreements and other similar tools for eligible individual defendants could be a viable means to achieve reforms in our criminal justice system. I. Background. These cases arise out of a lengthy investigation into allegations of bribery in connection with certain government contracts. The investigation yielded a series of guilty pleas beginning in 2012. Most notably, Kerry Khan, a former contracting official for the U.S. Army Corps of Engineers, pleaded guilty to bribery and conspiracy to commit money laundering, and accepted responsibility for more than $20,000,000 in bribe payments. See Plea Agreement, United, States v. Khan, No. ll-cr-276, ECF No. 74 at 1-2. The investigation of Mr. Khan led to the discovery of another public official, In Seon Lim, who ultimately pleaded guilty to accepting bribes in exchange for favorable treatment of government contractors in connection with contracts with the United States Army. See Plea Agreement, United States v. Lim, E.D. Va. No. 14-cr-159, ECF No. 21. The agreement in the Intelligent Decisions (“the Intelligent Decisions Agreement”) case is rather standard, intelligent Decisions has agreed to pay a fine and institute various compliance measures to prevent the recurrence of bribery offenses similar to the one with which it is charged. In exchange, the government will defer prosecution for a period of two years and dismiss all charges if Intelligent Decisions remains in compliance. The government has also charged and obtained guilty pleas from two employees of Intelligent Decisions in connection with the crime with which the company is now charged. The agreement in the Saena Tech (“the Saena Tech Agreement”) case is somewhat unusual. It is an agreement between not only the federal government and Saena Tech, but also Jin Seok Kim — the former Chief Executive Officer of Saena Tech who, according to the Statement of Facts, is the individual who personally paid the bribes Saena Tech is charged with paying. Mr. Kim has not been named in any criminal proceeding, yet the Saena Tech Agreement provides that prosecution of Saena Tech and Mr. Kim will be deferred for two years, provided that Saena Tech pays a fine and institutes a compliance program, and that Saena Tech and Mr. Kim cooperate in the government’s ongoing investigation. Successful completion of that two-year term will result in the dismissal of any charges against Saena Tech. Mr. Kim thus receives the benefits of deferred prosecution without having been named in a criminal case. A. United States v. Saena Tech Corp. 1. Factual Background Regarding Saena Tech, Saena Tech is a South Korean company that was founded by Mr. Kim in 2005. See Statement of Facts, ECF No. 5-1 at 18. Saena Tech “operated as a subcontractor .for U.S.-based government contracting companies providing technical services and equipment for the Eighth United States Army,” which is based in South Korea. Id, One such contract involved the Program Executive Office Enterprise Information Systems (“PEO EIS”), an organization within the United States Army. See id. Mr. Lim was an Assistant Project Manager for a division of the PEO EIS known as the Project Manager, Defense Communications and Army Transmission Systems (“PM DCATS”). See id. at 18-19. Mr. Lim was employed in this position and based in Seoul, South Korea until approximately June 2010. See id. at 19. During his time in South Korea, Mr. Lim was the contracting officer for part of a contract (“the Prime Contract”) with the Eighth United States Army, a position which gave him “influence over the selection of subcontractors who performed work under the Prime Contract.” . Id. at 19. Saena Tech ultimately obtained, subcontracts to work on the Prime Contract from a variety.of sources, including “Company F,” the primary contractor for the Prime Contract, as well- as three subcontractors, “Company E,” “Company G,” and Avenciatech. See id. at 19-20. After coming into existence in 2005, Sae-na Tech began to perform subcontract work for the United States Army on a project that originated with the office at which Mr. Lim was employed. See id. at 20. Mr. Kim, then Saena Tech’s CEO, met Mr. Lim at this time. Id. By early 2009, Saena Tech “was performing a subcontract for a.project administered by [Mr. Lim].” Id. at 20. Mr. Kim soon “learned from [John Han] Lee that [Mr. Lim] wanted a car” and Mr. Lee “further informed Kim that Lee would make the arrangements for the purchase.” Id. at 21. Mr. Kim agreed to contribute $10,000 toward the purchase of “a 2009 Lexus ES850 for [Mr. Lim] and to wire the [entire] purchase price of the Lexus.” Id. Mr. Lim used the Lexus between March 2009 and June 2010, when he left South Korea. See id. Before leaving South Korea, Mr. Lim was unable to sell the Lexus, so Mr. Kim “gave Lee $25,000 in cash to purchase the Lexus,” and Mr. Lee did so, without informing Mr. Lim that the money came from Mr. Kim. Seeid. ' During the Spring of 2009, Mr. Lee suggested that Mr. Kim “should pay money to [Mr. Lim],” which caused Mr. Kim to believe that if he failed to do so, “Saena Téch’s ability to retain subcontracts and obtain new ones based on merit would be jeopardized.” Id. Accordingly, around September 2009, Mr. Kim gave Mr, Lim “approximately $40,000 in cash ... to assist Saena Tech in obtaining and retaining subcontracting opportunities through subcontracts administered by [Mr, Lim] on behalf of the Army.” Id. Around April 2010, Mr. Kim gave another $30,000 for the same purpose. Seeid. Also around April 2010, Mr. Kim met with Mr. Lim and the Chief Executive Officer of Company G, one of the other subcontractors. See id. at 22. They “agreed that [Mr. Kim] would cause Saena Tech to submit an invoice to Company G for $250,000 for work purportedly performed by Saena Tech on a subcontract to Company G for work administered by [Mr. Lim] ...” .Id.. They further agreed that Saena Tech would not be obligated to perform any actual work in exchange for that invoice. See id. Mr. Kim “agreed to pay to [Mr. Lim] the proceeds obtained from the fraudulent invoice, less 30% for taxes owed ...” Id. In April 2010, Mr. Kim submitted the fraudulent invoice and paid $175,000, the proceeds less taxes, “to [Mr. Lim] in several installments between on or about April 9, 2010 and on or about May 6, 2010.” Id. The total amount of cash bribes paid by' Mr. Kim on behalf of Saena Tech was approximately $280,000. See id. at 21-22. During the same time period, Mr. Kim also provided other things of value to Mr. Lim, including “meals and entertainment to assist Saena Tech in obtaining and retaining subcontracting opportunities through subcontracts administered by [Mr. Lim].” Id. Ultimately, Saena Tech obtained , over fifteen subcontracts to perform work for the United States Army, between January 2009 and the present. See id. The amount of money Saena Tech earned on these contracts is unclear. 2. The Saena Tech Agreement On March 24, 2014, the government filed a one-count Information charging Saena Tech with bribery of a public official in violation of 18 U.S.C. § 201. See Information, ECF No. 1 at 2. The Information charged that Saena Tech gave various things of value to Mr. Lim with the intent to influence official acts ... to wit, Saena Tech gave, offered, and promised in excess of $250,000 in cash and other things of value, including meals and entertainment, to [Mr. Lim] and for [Mr. Lim’s] benefit in return for [Mr. Lim] using [his] official assistance to direct subcontracts to Saena Tech and providing' preferential treatment for Saena Tech with subcontracts awardéd through the United States Department of the Army." J Id. at 1-2. Notably, Mr. Kim was not charged in any criminal case. On April 16, 2014, the government filed a .joint motion “for approval of deferred prosecution and .exclusion of time under the Speedy Trial Act.” Mot. for Approval, ECF No. 5. Attached to that motion was the Saena Tech Agreement. See Deferred-Prosecution Agreement, ECF No. 5-1. The Saena Tech Agreement is between three parties: the U.S. Attorney for the District of Columbia, Saena Tech, and Mr. Kim. See id. at 14-15. • The Saena Tech Agreement, which was entered into by Mi Kyoung Lee, Chairperson of the Board of Directors, and Mr. Kim, Managing Director, provides that, in consideration of the “past and future cooperation”' of Saena Tech and Mr. Kim, Sae-na Tech’s payment of a fine, and Saena Tech’s implementation of á corporate-compliance program, “any prosecution of the Company and Mr. Kim ... be and hereby is deferred ...” Id. at 9'. The term of deferral is two years from “the date on which the Information is filed.” Id. at 3. Saena'Tech also admitted to the truth of the facts set forth in the Statement of Facts and agreed that “[s]hould [the U.S. Attorney’s Office] pursue the prosecution that is deferred by this Agreement, the Company ... will neither contest the admissibility of nor contradict the Statement of -Facts.” Id. at 3. There is no parallel statement as to the government’s potential use of the Statement of Facts against Mr. Kim. In the event that the U.S. Attorney’s Office were to determine, “in its sole discretion,” that either Saena Tech or Mr. Kim bréached the Agreement, “[they] shall thereafter be subject to prosecution ...” Id. at 9. Finally, “by signing this Agreement, [Saena Tech] and Mr. Kim agree that the statute of limitations-with respect to any such prosecution that is not time-barred on- the date of the signing of this Agreement shall be tolled for the Term [of the Agreement] plus one year.” Id- at 10. The Saena Tech Agreement creates three obligations necessary to obtain the deferral: Cooperation: Mr. Kim and Saena Tech must cooperate in ongoing investigations by: (1) “[t]ruthfully disclos[ing] all factual information not protected by [certain privileges] with respect to” activities of Saena Tech, and related entities and individuals, “concerning all matters relating to corrupt payments in connection with United States government contracts”; (2) “designating] knowledgeable employees, agents, or attorneys to provide to the Office the [relevant] information and materials”; (3) “us[ing] ... best efforts to make available for interviews or testimony ... present or former officers, directors, employees, agents and consultants of the Company”; and (4) for Mr. Kim, “agreeing] to travel to the United States for interviews or testimony as requested.” Id. at 4-5. Fine: Saena Tech agreed to pay a $500,000 fíne “within ten ... days of the filing of the Information.” Id. at 6. That fine, the Saena Tech Agreement declares, “is appropriate given the facts and circumstances of this case.” Id. Compliance Program: Saena Tech agreed to implement “a compliance and ethics program designed to prevent and detect violations of the applicable anti-cqr-ruption laws throughout its operations ...” Id. at 8. The Saena Tech Agreement requires changes to “ensure that the Company maintains: (a) a system of internal accounting controls designed to ensure the making and keeping of fair and accurate books, records, and accounts; and (b) a rigorous anti-corruption compliance code, standards, and procedures designed to.detect and deter violations of the applicable anti-corruption laws.” Id. 8. , Procedural History of United States v. Saena Tech. The Court scheduled a status hearing for May 7, 2014 to “determine the process and procedures that will apply to further proceedings regarding the joint motion for approval of the deferred-prosecution agreement.” Minute Order of April 29, 2014. At that status hearing, the Court indicated that it would not consider the Saena Tech Agreement without first receiving in-person testimony from a corporate officer with the ability to bind Saena Tech and to testify regarding the provisions of the deferred-prosecution agreement as well as the underlying facts. The Court also required Saena Tech to submit corporate documents proving that its representative had the authority to bind the corporation. On June 3, 2014, Saena Tech filed various corporate documents to demonstrate its approval pf the Saena Tech Agreement and to demonstrate that Ms. Lee, its Chief Executive Officer — who is also Mr. Kim’s wife — has the authority to bind the corporation. See Notice of Filing, ECF No.:13. These included Saena Tech’s Articles of Incorporation and a resolution of Saena Tech’s Board Pf Directors approving the deferred-prosecution agreement. See Articles of Incorp., ECF No. 13-3; Resolution, ECF No. 13-5. The resolution reflects that Saena Tech’s “directors’ meeting” was attended by only two directors: Ms. Lee and Mr. Kim. See Resolution, ECF No. 13-5 at 2: On June 6, 2014, • the Court directed Saena Tech “to file- evidence of its new corporate-compliance program.” Minute Order of June 6, 2014. Saena Tech filed responsive documents regarding its compliance program on June 12, 2014 and June 16, 2014. See Proffer, ECF No. 16; Proffer Replacement Doc., ECF No. 17. In these documents, Saena Tech asserts that it has taken six steps in furtherance of its obligations: • Appointment of Compliance Officer: Saena Tech' appointed Choondong Lee as Internal Compliance Officer, “to carry out the responsibility of • implementing and supervising a corporate-compliance and ethics program.” Proffer, ECF No. 16 at 1-2; see also Board of Directors Resolution, ECF No. 16-1. • Creation of Internal Control System: Choondong Lee has “established and implemented an internal control system.” Proffer, ECF No, 16 at 2. This system requires the Compliance Officer to monitor company actions and ensure that only authorized individuals are engaging in company transactions and using company assets, and that accounting and inventory audits are regularly and accurately done. ' See Report, ECF No. 16-2 at 3-4. The' Compliance Officer is also required to file monthly reports with Saena Tech's auditor. Id. • Establishment of Hotline• Saena Tech created a “Corporate Compliance Hotline ... to provide Saena-teeh’s [sic] employees with a means by which to raise their concerns and to report possible wrongdoing” using a confidential procedure that will be investigated by Saena Tech’s outside counsel. See Proffer, ECF No. 16 at 2; ECF No. 16-3 at 2. • Design of Code of Conduct: Saena Tech contracted with a law firm “to draft a Code of Conduct, Standards . and Compliance in furtherance of the requirements of the DPA.” Proffer, ECF No. 16 at 2; see also Contract, ECF No. 16-4. The Code of Conduct consists of a 24-slide PowerPoint presentation. See ECF No. 17-1. It provides guidance regarding various potential ethical issues, . . including Saena Tech’s commitment ■ not to retaliate against those who expose ethical issues, how to respond to and report'ethical and legal concerns, how to approach business-related gifts, and Saena Tech’s prohibition on the payment of bribes. See id. • Holding a Seminar Series: Choon-dong Lee has conducted the first of what will be a periodic seminar- series “for all employees for the pur- ■ pose of instructing them with regard to anti-corruption and corporate-compliance issues.” Proffer, ECF No. 16 at 3; see also Report, ECF No. 16-8. • Appointment of New Compliance Officer: Saena Tech appointed its outside counsel, Sucheol Noh, to serve as the company’s auditor “to carry out more professional checking and balancing” because “[t]he former Inspector had been a relative of Mr. Kim and Ms. Lee.” Proffer, ECF No. 16 at 3; see also Stockholders Minutes, ECF No. 16-9. The Court commenced the July 17, 2014 hearing by expressing a few concerns regarding the deferred-prosecution agreement.' See Tr. of July 17, 2014 Status Hearing, ECF No. 38 at 4:11-7:11. Specifically, the Court noted that the agreement appears to “essentially ha[ve] the effect of immunizing Mr. Kim” and that this raises concerns regarding the “fundamental fairness of this agreement” in light of the guilty pleas and criminal records that have resulted for othér' defendants charged- in the investigation. Id. at 4:11-25. The government responded to the Court’s concerns, conceding that the agreement “essentially offers Mr. Kim letter immunity, but it’s contingent upon his cooperation.” Id. at 7:16-17. Regarding the fairness of the Saena Tech Agreement, the government agreed that this is “certainly a better ride than the other defendants,” id. at 9:12-13, but noted what the government considered in making its decision: (1) “Saena Tech is a Korean corporation ... does its work in Korea; no work in the United States at all. Mr. Kim is a Korean national, did his work for Saena Tech in South Korea, was not doing work here in the U.S., and so there are obstacles with regard to a prosecution”; (2) “Mr. Kim’s cooperation is extremely important to the Government with regard to [Mr. Lim’s] case ... and with regard to potential] future cases”; (3) Mr. Kim “volunteered a lot of the information that Your Honor sees in the statement of offense”— “information the Government did not know”; and (4) “this company is almost assuredly going to be permanently debarred” from government contracts. See id. at 9:24-12:25. After this discussion, the Court noted that the case was “nontraditional” in that “[tjhere’s no one else in the courtroom raising concerns” and “the Court cannot be an advocate.” Id. at 19:13-19. The Court indicated that it would appoint an amicus curiae to fill that role. See id. at 26:7-20. Accordingly, the Court proceeded with a colloquy with Mr. Kim and Ms. Lee, as Saena Tech’s corporate representative, and “defer[red] the question of acceptance or rejection to another date.” Id. at 26:21-25. The Court engaged both Ms. Lee and Mr. Kim in a colloquy regarding their understanding of the Saena Tech Agreement, their agreement to the truth of the Statement of Facts, their waivers of conflicts of interest in connection with the joint representation, and, in the case of Ms. Lee, her waiver of indictment and speedy trial, and ability to bind the corporation. See id. at 41:16-71:1. After the hearing, the Court appointed Professor Brandon L. Garrett of the University of Virginia School of Law to serve, along with Dean Alan Morrison of The George Washington University Law School as his local counsel, “as amicus curiae to respond to the parties’ arguments and provide the Court with advocacy in favor of broader court authority, vel non, to consider issues including the fairness and reasonableness of a deferred-prosecution agreement in deciding whether to accept or reject a deferred prosecution-agreement.” Minute Order of July 21, 2014. The government filed its supplemental brief, responding to the concerns raised by the Court, on August 8, 2014. See Gov’t’s Suppl. Br., ECF No. 26. The defendant filed a “letter in lieu of a more formal brief’ indicating that it and Mr. Kim concur with the government’s brief. See Letter, ECF No. 25-1 at 1. The amicus filed his brief on August 22, 2014. See Amicus Br., ECF No. 31. The government filed a brief in response to the amicus’s filing on August 29, 2014. See Reply, ECF No. 32. A motion hearing regarding approval of the deferred-prosecution agreement was held on September 5, 2014. Counsel for the government and Saena Tech, as well as the court-appointed amicus curiae, presented argument during that hearing. After the hearing, the Court entered the following Minute Order regarding two questions that had arisen during the hearing: In accordance with the discussion held on the record during the September 5, 2014 motion hearing, the parties are directed to file supplemental briefs addressing the following issues: (1) whether, after a Court approves an exclusion of time under Section 3161(h)(2) of the Speedy Trial Act, the Court has any authority to hold a defendant that is party to the relevant deferred-prosecution agreement in contempt for failing to comply with the agreement’s provisions; and (2) whether the Court may order a party tó a deferred-prosecution agreement to comply with the provisions of that agreement in connection with a colloquy regarding that party’s understanding of the agreement and relinquishment of its constitutional and statutory right to a speedy trial. Minute Order of September 5, 2014. The government filed its brief on October 13, 2014. See Gov’t’s Suppl. Br., ECF No. 35. The amicus curiae filed his brief on October 21, 2014. See Amicus Suppl. ,Br., ECF No. 36. B. United States v. Intelligent Decisions, Inc. 1. Factual Background Regarding Intelligent Decisions. Intelligent Decisions is an information-technology company based in Ashburn, Virginia, which conducts “the vast majority” of its business with the United States government. See Statement of Facts, ECF No. 3-2 at 18. Harry Martin, Jr. was the' founder, President, CEO, and owner of Intelligent Decisions, while Chae Shim was the company’s Director of Acquisition Accounts for the Asia/Pacific region. See id. Both Mr. Martin and Mr. Shim were provided with corporate credit cards by Intelligent Decisions. See id. Intelligent Decisions’ involvement in the bribery scheme is similar to that of Saena Tech. Like Saena Tech, it sought to obtain contracts related to the PEO EIS organization within the United States Army. See id. at 19. Also like Saena Tech, Intelligent Decisions’ interactions were with Mr. Lim in his capacity as Assistant Project Manager for the PM DCATS division of the PEO EIS. See id. at 19. Intelligent Decisions ultimately replaced another company in providing an Information Technolbgy Help Desk subcontract oh the same Prime Contract that Mr. Lim was supervising and in which Saena Tech was involved. See id. at 20. During this time, Saena Tech “operated as a subcontractor for Intelligent Decisions” as well as other companies. Id. Intelligent Decisions was involved in'the help desk subcontract from January 2009 until March 2010. • Id. In January 2009, John Han Lee, an employee of the company that was then-servicing the help desk subcontract, approached Mr. Martin and Mr. Shim with the opportunity to take over the subcontract. Id, at 21. Mr. Shim and Mr. Martin then traveled to South Korea to meet with Mr. Lim. See id. On approximately January 23, 2009, Mr. Martin paid $553.03 for dinner with Mr. Lim and Mr. Shim, among others, and Mr. Shim paid $2,382.49 for- drinks and entertainment with Mr. Martin and Mr. Lim, among others. See id. Both payments were made using Intelligent Decisions’ corporate credit cards. See id. On January 30, 2009, Intelligent Decisions was awarded the help desk contract with Mr. Lim’s assistance. Id. The contract was worth $525,000, and a second contract obtained by Intelligent Decisions was worth $67,294.40. Id. Intelligent Decisions also agreed to hire Mr. Lee. and two other individuals to work on the subcontracts. Id. For the remainder of 2009, Intelligent Decisions paid a number of expenses on behalf of Mr. Lim. See id. at 22-26. The total came to over $10,000 in meals, entertainment, golf outings, and golf equipment, as well as a vehicle worth over $30,000. See id. at 26. In exchange, Intelligent Decisions obtained modifications to the existing subcontracts, which increased their values significantly. See id. at 23-25. Mr. Shim is no longer with the company. He pleaded guilty before this Court to one count of felony gratuity in violation of 18 U.S.C. § 201(c)(1)(A), and was sentenced to two years of probation. See -Plea Agreement, United States v. Chae Shim, No. 14-cr-182 (D.D.C. filed Nov. 6, 2014), ECF No. 8 at 1; J., United States v. Chae Shim, No. 14-cr-182 (D.D.C. filed April 17, 2015), ECF No. 27 at 2. Mr. Martin resigned as Chairman and CEO of Intelligent Decisions, pleaded guilty before this Court to one count of felony gratuity in violation of Í8 U.S.C. § 201(c)(1)(A), and was sentenced to three years of probation and a fine of $250,000. See Plea Agreement, United States v. Harry Martin, No. 14-cr-210 (D.D.C. filed Nov. 24, 2014), ECF No. 4 at 1; J., United States v. Harry Martin, No. 14-cr-210 (D.D.C. filed Mar. 20, 2015), ECF No. 27 at 2, 4. 2. The Intelligent Decisions Agreement. On October 15, 2014, the government filed a oñe-count Information charging Intelligent Decisions with paying a gratuity to a public official in violation of 18 U.S.C. § 201. See Information, ECF No. 1 at 1. The Information charged that Intelligent Decisions gave various things of value to Mr. Lim because of an official act performed and to be performed by In Seon Lim ... that is, Intelligent Decisions gave, offered, and promised to In Seon Lim over $10,000 in meals, entertainment, golf outings, and golf equipment, and a vehicle worth over $30,000, for and because of Lim’s official assistance to direct subcontracts to Intelligent Decisions- and Lim’s provision of preferential treatment for Intelligent Decisions with ‘subcontracts awarded through the United States Army. Id. On October 28, 2014, the government filed a joint motion for exclusion of time under the Speedy Trial Act. See Joint Mot., ECF No. 3-1 at 1. Attached to that motion was the Intelligent Décisions Agreement. See Deferred-Prosecution Agreement, ECF No. 3-2. The Intelligent Decisions Agreement provides that, in exchange for Intelligent Decisions’ cooperation, its payment of a fine, and its implementation of a corporate-compliance program, prosecution of Intelligent Decisions will be deferred 'for a term of two years. See id. at 3, 4. Intelligent Decisions admitted, in entering into the Agreement, to the truth of the Statement of Facts, and also agreed that “[s]hould [the U.S. Attorney’s Office] pursue the prosecution that is deferred by this Agreement, the Company ... will not contradict anything in the Statement of Facts at any such proceeding.” Id. at 3. In the event that the U.S. Attorney’s Office were to determine, “in [its] sole discretion,” that Intelligent Decisions breached the Agreement, it “shall thereafter be subject to prosecution.” Id. at 10. Finally, the Intelligent Decisions Agreement provides that “by signing this Agreement, [Intelligent Decisions] agrees that the statute of limitations with respect to any such prosecution that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term [of the Agreement] plus one year.” Id. at 10. Much like the Saena Tech Agreement, the Intelligent Decisions Agreement imposes three obligations on the company that are necessary to obtain the deferral: Cooperation: Intelligent Decisions must cooperate fully in any “investigation of the Company and its affiliates .... in any and all matters relating to the conduct described in the Agreement and [Statement of Facts] ...” Id. at 4. The company must (1) “truthfully disclose all factual information not protected by [certain privileges]”; (2) designate knowledgeable employees, agents, or attorneys to provide to the Office the [relevant] information and materials”; (3) “use its best efforts to make available for' interviews or testimony ... present or former officers, directors, employees, agents and consultants of the Company”; and (4) “consent to any and all disclosures ... as the Office, in its sole discretion, shall deem appropriate.” Id. at 5-6. Fine: Intelligent Decisions agreed to pay a $300,000 fine within ten days of the filing of the Information. Id, at 7. That fine, the Intelligent Decisions Agreement declares, “is appropriate given the facts and circumstances of this case.” Id. Compliance Program: Intelligent Decisions agreed to implement “a compliance and ethics program designed to prevent and detect violations of 18 U.S.C. § 201 • and other applicable anti-corruption laws throughout its operations.” Id. at 8. The Intelligent Decisions Agreement requires that it undertake a review of its “existing internal accounting controls, policies, and procedures regarding compliance with anti-corruption laws” and “adopt new or modify existing internal controls, policies, and procedures” to maintain: “(a) a system of internal accounting controls designed to ensure the making and keeping of fair and accurate books, records, and accounts; and (b) a rigorous anti-corruption compliance code, standards, and procedures designed to detect and deter violations of the applicable anti-corruption laws.” Id. at 8-9. S. Procedural History of United States v. Intelligent Decisions, Inc. • On November 13, 2014, the Court held a status hearing “to discuss the procedures that will govern the Court’s • review and consideration” of the Joint Motion for approval. Minute Order of October 28, 2014. The Court then ordered a hearing to “conduct a colloquy with one or more corporate officers of defendant Intelligent Decisions.” Minute Order • of November 13, 2014. The Court also ordered that this hearing would follow procedures similar to the Saena Tech case: “one or more corporate officers with authority to bind- Intelligent Decisions and familiarity with the deferred-prosecution agreement and attached statement of facts shall appear at that hearing” and “Intelligent Decisions is directed to file ... copies of documentar tion sufficient to show that the corporate officers who will appear at the January 8 hearing have the authority to speak on behalf of and to bind the corporation.” Id. The hearing was scheduled for January 8, 2015. See id. The Court also ordered Intelligent Decisions to review the pleadings filed in the Saena Tech case related to the scope of the Court’s authority to accept or reject deferred-prosecution agreements. Id. The Court requested that the defendant address the issues raised by the Court in Saena Tech. See id. Intelligent Decisions filed a brief addressing these issues on January 5, 2015. See Def.’s Br., ECF No. 8. The Court held a hearing on January 15, 2015, at which time the Court conducted a colloquy similar to that in the Saena Tech • case, and indicated that it would take the Intelligent Decisions Agreement under advisement. See Minute Entry, of January 15, 2015. II. Legislative History of the Speedy Trial Act’s Provisions Related to Deferred-Prosecution Agreements. The-relevant legislative history demonstrates that deferred-prosecution agreements were originally intended to give prosecutors the ability to defer prosecution of individuals charged with certain nonviolent criminal offenses to encourage rehabilitation. At this time, however, and as discussed in detail in Part V of this Opinion, deferred-prosecution agreements appear to be offered relatively sparingly to individuals, and instead are used proportionally more frequently to avoid the prosecution of corporations, their officers, and employees. A. The Legislative History of the Speedy Trial Act Reflects an Intent to Permit the Deferral of Individual Prosecutions in an Effort to Facilitate Rehabilitation. The Speedy Trial Act permits an exclusion from the speedy trial calculation of “[a]ny period of delay during which prosecution is deferred by the attorney for the Government pursuant to written agreement with the defendant, with the approval of the court, for the puipose of allowing the defendant to demonstrate his good conduct.” 28 U.S.C. § 3161(h)(2). It is this sentence that forms the basis for deferred-prosecution agreements. Without it, prosecutors would have difficulty bringing a case onto a court’s docket and thereby obtaining the benefit of the pending criminal charge and potential court supervision of the defendant. The legislative history of the Speedy Trial Act demonstrates that Congress intended to provide a tool to assist in rehabilitating individuals, modeled on successful deferred prosecution programs in New York City and the District of Columbia. In 1969, then-Representative Abner Mikva introduced a bill that ultimately became the Speedy Trial Act. See Anthony Partridge, Fed. Judicial Ctr., Legislative History of Tile I of the Speedy Trial Act of 1974 at 19 (1980), available at http://www. fjc.gov/public/pdf.nsfAookup/lhiststa. pdf/$fileAhiststa.pdf. The bill introduced by Representative Mikva (“Mikva Bill”) contained speedy trial exclusions, similar to those ultimately codified in Section 3161(h) of the Speedy Trial Act. See id. at 116. Those exclusions included what would become Section 3161(h)(2), but omitted court involvement in the deferral process. See id. at 280-81 (excluding “[t]he period of delay during which prosecution is deferred by the United States attorney pursuant to written agreement with the defendant for the purpose of allowing the defendant to demonstrate his good conduct” in “computing the time for trial”). In 1970 and again in 1971, Senator Sam Ervin introduced his own speedy trial legislation. See id. at 13-14. With the exception of corrections for cross references, the two bills — as introduced — were identical. See id. at 6. The 1970 bill introduced by Senator Ervin (“Ervin Bill”) included an exclusion for “[a]ny period of delay during which prosecution is deferred by the United States attorney pursuant to written agreement with the defendant for the purpose of allowing the defendant to demonstrate his good conduct.” Id. at 288. The lack of court involvement in this provision generated some debate. During a hearing on the 1971 Ervin Bill, Former Assistant U.S. Attorney Daniel A. Rezneck submitted a prepared statement arguing that “the words “with the approval of the court’ should be inserted.” Id. at 116. Mr. Rezneck stated: This provision, which recognizes and encourages the deferral of prosecution pursuant to written agreement with a defendant that he will demonstrate his good conduct, is desirable. Since it has some of the elements of a plea bargain and does result in a pro tanto waiver of the defendant’s right to a speedy trial, approval by the court on the record is a wise and necessary safeguard. : - ■ Id. The 1971 Ervin Bill was pending before the Constitutional Rights Subcommittee of the Senate Judiciary’ Committee in 1972 when language requiring court1 approval of the deferral was added via amendment; See id. at 5, 299 (excluding “[a]ny period of delay during which prosecution is deferred by the attorney for the Government pursuant to written agreement with the defendant, with- the approval of the court, for the purpose of allowing the defendant to demonstrate his good . conduct”). The same version of the bill was introduced again in 1973, and it was reported out by the Senate Judiciary Committee in 1974. See id. at 314. The Senate Judiciary Committee’s Report on that provision provides the explanation of its purpose: Subparagraph 3161(h)(2) is designed to encourage the current trend among United States attorneys to allow for deferral of prosecution on the condition of good behavior. A number of Federal and State courts have been experimenting with pretrial diversion or intervention programs in which prosecution of a certain category of defendants is held in abeyance on the condition that the defendant participate, in a social rehabilitation program. If the defendant succeeds in the program, charges are dropped. Such diversion programs have been quite successful with first offenders in Washington, D.C. (Project Crossroads) and in New York City (Manhattan Court Employment Project). Some success has also- been noted in programs where the defendant’s alleged criminality is related to a specific social problem such as prostitution or heroin addiction. Of course, in the absence of a provision allowing the tolling of the speedy- trial time limits, prosecutors would never agree to such diversion programs. , Without such a provision the defendant could automatically obtain a dismissal of charges if prosecution were held in abeyance for a period of time in excess of the time limits set out in section 3161(b) and (c). This section of S. 754 differs from its counterpart in S. 895. It now requires that exclusion for diversion only be allowed where deferral of prosecution is conducted “with approval of. the court.” This assures that the court will be involved in the decision to divert and that the procedure will not be used by prosecutors and defense counsel to avoid the speedy trial time limits.- Id. at 117 (quoting S.Rep. No. 93-1021, at 36-37 (1974)). The bill that was reported out by the Senate Judiciary Committee was- ultimately passed by the Senate on July 23, 1974 and signed by the President on January 3, 1975, becoming Public Law No. 93-619. See id. at 15, 6. Section 3161(h)(2) was not altered in any way after it was approved by the- Senate Judiciary Committee. See id. at 116., Nor did the 1979 Amendments to the Speedy Trial Act affect Section 3161(h)(2). Id. The legislative history thus demonstrates that Court involvement in the deferral of á prosecution was specifically intended by Congress when it passed this legislation. The Court analyzes the contours of that involvement in Part III of this Opinion. III. The Court’s Role When Presented with a Deferred-Prosecution Agreement. A. Decisions in United States v. HSBC and United States v. Fokker Services. There is no dispute that the government is empowered to offer deferred-prosecution agreements to the defendants in these cases. The question is the Court’s role in reviewing and approving those agreements. Two District Court opinions have addressed the source and scope of a district court’s authority to review a deferred-prosecution agreement. See United States v. Fokker Servs., B.V., 79 F.Supp.3d 160 (D.D.C.2015), appeals docketed, Nos. 15-3016, 15-3017 (D.C.Cir. filed Feb. 23, 2015); United States v. HSBC Bank USA, No. 12-cr-763, 2013 WL 3306161 (E.D.N.Y. July 1, 2013). As commentators have noted, “nearly every ... DPA that the government has negotiated with a U.S. company has been approved without judicial modification.” Peter Reilly) Negotiating Bribery: Toward Increased Transparency, Consistency, and Fairness in Pretrial Bargaining Under the Foreign Corrupt Practices Act, 1Ó Hastings Bus. L.J. 347, 393 (2014); see also Brandon L. Garrett, Structural Reform Prosecution, 93 Va. L,Rev. 853, 922 (2007) (noting, prior to the issuance of the HSBC decision, that “[ejvery. judge approving a- deferred prosecution agreement has done so without any published rulings or modifications to the agreement”). Judge' John Gleeson’s decision in HSBC was apparently the first in which a District Court Judge declined to automatically approve a deferred-prosecution agreement, while Judge Richard Leon's Opinion in Fokker was the first rejection of a deferred-prosecution agreement. These decisions provide helpful ihsight for this Court’s assessment of its authority regarding the two pending agreements. The Court therefore reviews each decision in some detail. 1. United- States v. HSBC. Judge Gleeson’s decision in United States v, HSBC Bank was the first written decision to address this issue, and it identified the potential sources of a court’s authority to consider whether to approve deferred-prosecution agreements. In that case, Judge Gleeson was presented with an agreement entered into in connection with charges that HSBC “willfully failfed] to maintain an effective-anti-money laundering ... program,” and “willfully facilitate[ed] financial transactions on behalf of sanctioned entities.” HSBC, 2013 WL 3306161, at *1. The government entered into a deferred-prosecution agreement with HSBC, which “requested] that the Court hold the case in abeyance for five years ... and exclude that time pursuant to 28 U.S.C. § 3161(h)(2) from the 70-day period within which, trial must otherwise commence.” Id. Judge Gleeson first concluded that the court’s authority in addressing a deferred-prosecution agreement has a different basis than its authority in connection with guilty pleas or pleas of nolo contendere. Id: at *2. Federal Rule of Criminal Procedure 11(e)(1)(A), which provides for some court oversight of government dismissals of charges “[i]f the defendant pleads guilty or nolo contendere,” and Section 6B1.2 of the United States Sentencing Guidelines, which provides standards for a court’s acceptance of a plea agreement, did not apply, according to Judge Gleeson, because the defendant “has not agreed to plead guilty or nolo contendere to any of the charged offenses ... Nor has the government agreed to dismiss other charges in exchange for, a plea of guilty.” Id. at *2. Judge Gleeson identified two possible sources of authority: the Speedy Trial Act, which permits the parties in a criminal case to obtain an exclusion of time pursuant to agreements to defer prosecution, and the Court’s supervisory power. See id. at *2-7. Judge Gleeson found that the Speedy Trial Act unequivocally contemplates a district court’s participation in the process to approve a deferred-prosecution agreement and that this approval requirement “is grounded in á concern ... that parties will collude to circumvent the speedy trial clock,” meaning that courts must' “consider whether a deferred-prosecution agreement is truly about diversion and not simply a vehicle for fending off a looming trial date.” Id. at *3. The Court’s supervisory power provides additional authority, Judge Gleeson concluded, because “My placing a criminal matter on the docket of a federal court, the parties have subjected their DPA to the 'legitimate exercise of that court’s authority.” Id. at *5. Judge Gleeson ultimately approved the deferred-prosecution agreement pursuant to the Court’s supervisory power. See id. at *1, 7-11. Judge Gleeson observed that “[a]s long as the government asks the Court to keep this criminal case on its docket, the Court retains the authority to ensure that the implementation of the DPA remains within the bounds of lawfulness and respects the integrity of this Court.” Id. at *11. Pursuant to this authority, Judge Gleeson directed the parties to file quarterly reports “with the Court to keep it apprised of all significant developments in the implementation of the DPA. Doubts about whether a development is significant should be resolved in favor of inclusion.” Id. 2. United States v. Fokker Services. Judge Leon relied on the HSBC decision when he issued the first decision declining approval of a deferred-prosecution agreement. See Fokker, 79 F.Supp.3d 160. In that case, Fokker Services, a Dutch aerospace services provider, was charged with violating export laws from 2005 until 2010 by engaging in transactions with sanctioned countries including Iran, Burma, and Sudan. Id. at 162. The United States and Fokker Services entered into an agreement whereby Fokker Services: (1) accepted responsibility for its conduct, and (2) agreed to pay $10,500,000; to cooperate with the government; to implement a new compliance program; and to comply with export laws going forward. The agreement further provided that if the company were to fulfill these conditions over the course of eighteen months, the government would dismiss the charges. Id. at 164. Relying on HSBC, Judge Leon found that a plain reading of the Speedy Trial Act calls for a district court to play a role in approving the agreement. Id. He also “agreed with [Judge Gleeson’s] well-reasoned conclusion that a District Court has the authority ‘to approve or reject the DPA pursuant to its supervisory power.’ ” Id. at 165 (quoting HSBC, 2013 WL 3306161, at *4). “One of the purposes of the Court’s supervisory powers,” Judge Leon wrote, “is to protect the integrity of the judicial process.” Id. While Judge Leon recognized the government’s discretion to choose not to prosecute a case, he emphasized that the government chose to charge Fokker, and asked the court to lend its “judicial imprimatur” to the deferred-prosecution agreement. Id. He therefore found that “it is this Court’s duty to consider carefully whether that approval should be given.” Id. Based on these two sources of authority, Judge Leon concluded that the agreement presented in Fokker was not an appropriate exercise of prosecutorial discretion because the agreement was “grossly disproportionate to the gravity of Fokker Services’ conduct.” Id. at 167. In arriving at this conclusion, Judge Leon observed that “the integrity of the judicial proceedings would be compromised by giving the Court’s stamp of approval to either overly-lenient prosecuto-rial action, or overly-zealous prosecutorial conduct.” Id. at 166. Fokker Services had allegedly violated export laws for five years and earned more revenue than it agreed to pay in fines. Judge Leon took issue with the short compliance period, the low fine, and the lack of an independent compliance monitor. Id. These two cases inform the Court’s analysis of its authority to approve these two deferred-prosecution agreements. The Court agrees that the Speedy Trial Act and the judiciary’s supervisory power appear to be the only potential sources of court authority to review deferred-prosecution agreements. During the September 6, 2014 hearing in the Saena Tech case, the Court raised the possibility that it could derive authority to punish failure to comply with a deferred-prosecution agreement from either the fact of having approved an exclusion under the Speedy Trial Act or from a specific Court Order directing compliance with the agreement’s provisions. Because the Court is not currently presented with any information indicating that either defendant has failed to comply with their respective agreements, the Court need not address whether it has this authority at this time. B. Review of a Deferred-Prosecution Agreement Must Recognize the Expertise of Prosecutors and the Separation-of-Powers Concerns Inherent in Judicial Review of Charging Decisions. It is well established that the Executive Branch has broad discretion to decide when to initiate criminal proceedings, Cmty. for Creative Non-Violence v. Pierce, 786 F.2d 1199, 1201 (D.C.Cir.1986) (“The power to decide when to investigate, and when to prosecute, lies at the core of the Executive’s duty to see the faithful execution of the laws”); see also Interstate Commerce Comm’n v. Bhd. of Locomotive Eng’rs, 482 U.S. 270, 283, 107 S.Ct. 2360, 96 L.Ed.2d 222 (1987) (“it is entirely clear that the refusal to prosecute cannot be the subject of judicial review”). This “broad discretion” is deserved, in part, because the Executive Branch — exercising its responsibility to take care that the laws be faithfully executed — must take a variety of factors into consideration. “Such factors as the strength of the case, the prosecution’s general deterrence value, the Government’s enforcement priorities, and the case’s relationship to the Government’s overall enforcement plan are not readily susceptible to the kind of analysis the courts are competent to undertake.” Wayte v. United States, 470 U.S. 598, 607, 105 S.Ct. 1524, 84 L.Ed.2d 547 (1985). Indeed,-“[t]o mandamus a particular prosecution ... would normally be very difficult, for a prosecutor may lawfully take account of many factors other than probable cause in making such decisions.” Nader v. Saxbe, 497 F.2d 676, 679 n. 18 (D.C.Cir.1974). As such, the decision to prosecute' is “particularly ill-suited to- judicial review.” Wayte, 470 U.S. at 607, 105 S.Ct. 1524. Thus; “ ‘[t]he presumption of regularity supports’ ... prosecutorial decisions and, ‘in the absence of clear evidence to the contrary, courts presume that they have properly discharged their official duties.’ ” United States v. Armstrong, 517 U.S. 456, 464, 116 S.Ct. 1480, 134 L.Ed.2d 687 (1996) (quoting United States v. Chem. Found., Inc., 272 U.S. 1, 14-15, 47 S.Ct. 1, 71 L.Ed. 131 (1926)); see also Nader, 497 F.2d at 679 n. 18 (“The federal courts have customarily refused to order prosecution ...”). Not only is the Judicial Branch" ill-suited to review prosecutorial decisions — given the complex factors involved — but judicial intervention would also undermine the Executive Branch’s ability to “take Care that the Laws be faithfully executed.” U.S. Const, art. II, § 3. As the Supreme Court elaborated: Judicial supervision in this area, moreover, entails systemic costs of particular concern. Examining the basis of a prosecution delays the criminal proceeding, threatens to chill law enforcement by subjecting the prosecutor’s motives ’ and decision-making to outside inquiry, and may undermine prosecutorial effectiveness by revealing the Government’s enforcement policy. ’ All these are substantial concerns that make.the courts properly hesitant to examine the decision whether to prosecute. Wayte, 470 U.S. at 607-08, 105 S.Ct. 1524. Furthermore, “a district judge must be careful not to exceed his or her constitutional role.” United States v. Microsoft Corp., 56 F.3d 1448, 1462 (D.C.Cir.1995). The judiciary is separated from the prose-cutorial function, “keeping] the courts as neutral arbiters in ’the criminal law generally.” Nader, 497 F.2d at 679 n. 18. “When a judge assumes the power to prosecute, the number [of branches] shrinks to two.” In re United States, 345 F.3d 450, 454 (7th Cir.2003); see also United States v. Cox, 342 F.2d 167, 171 (5th Cir.1965) (“It follows, as an incident of the constitutional separation of powers, that the courts are not to interfere with the free exercise of the discretionary powers of the attorneys of the United States in their control oyer criminal prosecutions.”). These institutional concerns must shape any analysis of the. Court’s role in reviewing the government’s decision to offer a defendant a deferred-prosecution agreement. C. The Speedy Trial Act Subjects Deferred-Prosecution Agreements to Limited, But Meaningful, Court Review. Section 3161(h)(2) allows for the exclusion of “[a]ny period of delay during which prosecution is deferred by the attorney for the Government pursuant to written agreement with the defendant, with the approval of the court, for the purpose of allowing the defendant to demonstrate his good conduct.” 28 U.S.C. 3161(h)(2). As Judge Gleeson held, in HSBC, “a plain reading of. this provision” contemplates court involvement in approving a deferred-prosecution agreement. See HSBC, 2013 WL 3306161, at *3. The government appears not to, contest this point. See Gov’t’s Br. at 1. That said, however, the Act does not provide a standard for the court’s review, nor is the-term, “approval” defined. See HSBC, 2013 WL 3306161, at *2. Moreover, with the exception of the HSBC Opinion and Judge Leon’s Opinion in Fokker, there is no case law-on this issue. The text of the Act grants an exclusion when prosecution is deferred “pursuant to written agreement with the defendant, with the approval of the court, for the purpose of allowing the defendant to demonstrate his good conduct.” 28 TJ.S.C. § 3161(h)(2). Although this language is not crystal clear, the requirement of court approval implies that the court must place its formal imprimatur on the agreement. This is significant, as the amicus notes, because “other provisions of the [Speedy Trial] Act do not require court approval, while still other' provisions of the Act limit discretion, for example, by providing factors to be considered when deciding whether to grant a continuance, or by supplying standards for whether a type of delay is reasonable.” Amicus Br., ECF No. 31 at 4. The language does not grant the Court plenary power to' review the agreement, however. The Court’s approval authority is located within a sentence stating that the agreement must be “for the purpose of allowing the defendant to demonstrate his good conduct.” 28 U.S.C. § 3161(h)(2). Arguably, then, court review must be tied to determining whether the agreement satisfies this purpose. Had Congress 'intended courts to review a deferred-prosecution agreement for other purposes, it presumably woüld have provided courts with guidance as to those purposes. In the Court’s opinion, the legislative history of Section 3161(h)(2) clearly shows that court involvement in the deferred-prosecution process was specifically intended. See supra Part II. This involvement was included to “assuref ] that the court will be involved in the decision to divert and that the procedure will not be used by prosecutors and defense counsel to avoid the speedy trial time limits.” S.Rep. No. 93-1021, at 37 (1974). One could seize on this final sentence of the Senate Judiciary Committee’s Report to construct an argument in favor of greater court authority. However, stating that the court “will be involved in the decision to divert” should not be interpreted to mean that the court will make the decision whether to divert. The amicus argues in favor of a broad reading of the Speedy Trial Act, based on the Act’s delegation of authority to the Court to “approve,” and the absence of factors that are provided in other Speedy Trial Act exclusions. See Amicus Br. at 3-5. In light of the novelty of corporate deferred-prosecution agreements, amicus argues, the Court should fashion its own standards for approving or rejecting an agreement on a case-by-case basis, looking to standards provided for court oversight of other types of agreements. See id. at 5-7. The government would limit the Court’s authority to deciding whether an agreement is merely an attempt to put off a pending trial. See Gov’t’s Br., ECF No. 26 at 6-7. Faced -with arguably ambiguous text that most clearly reads as tying the Court’s authority to approve the agreement to determining whether it is truly designed to hold prosecution in abeyance while a defendant demonstrates good conduct, and arguably ambiguous legislative history that most clearly reads as intending that same result, the Court concludes that its authority under the Speedy Trial Act is limited to assessing whether the agreement is truly about diversion. This limited interpretation is especially appropriate where a broader One could effectively seize authority by the Judicial Branch over a traditional Executive Branch function. See supra Part III.B. Accordingly, the Court finds that approval of a deferred-prosecution agreement should be granted under the Speedy Trial Act when the agreement is intended to hold prosecution in abeyance while a defendant demonstrates good conduct. See HSBC, 2013 WL 3306161, at *3 (the text and legislative history of the Speedy Trial Act make clear that the Court’s involvement in deferred-prosecution agreements “is grounded in a concern ... that parties will collude to circumvent the speedy trial clock,” meaning that courts must “consider whether a deferred-prosecution agreement is truly about diversion and not simply a vehicle for fending off a looming trial date”); cf. United States v. Credit Suisse AG, No. 9-352, 2009 WL 4894467, at *1 (D.D.C. Dec. 16, 2009) (brief order stating that “following a careful review” of a deferred-prosecution agreement, the Court concluded “that the period of delay ... is for the purpose of allowing Defendant ... to demonstrate its good conduct and implement its remedial measures”). This authority necessarily involves limited review of the fairness and adequacy of an agreement, to the extent necessary to determine the agreement’s purpose. In this respect, the Court finds that its authority is greater than the largely administrative authority contemplated by the government. The Court must determine whether an agreement is truly about permitting a defendant to demonstrate reform. In so doing, the factors the amicus provided could be usef