The SEC has authority to bring injunctive relief, disgorgement of profits, civil penalties up to three times the amount of profits or losses avoided, and having individuals barred from acting as officers or directors of public companies. As for a criminal prosecutor, life and liberty are at stake. But there are legal, policy, and considerable ethical constraints including Model Rule of Professional Conduct 3.8, Ethical Canon 7-13(.3) of the Mode Code of Professional Responsibility, and ABA Standard of Criminal Justice 3-1.2(c). These provisions place limits on otherwise the unfettered discretion of prosecutors, and knowing them can make a huge difference. Where are the ethical lines between valid investigative activity and abuse of discretion? What rules of professional and ethical conduct apply to prosecutors and enforcers? What about defense lawyers looking to forge an agreement for a client who is unbending and unrealistic. This panel will examine factors which determine how charging decisions are made, what the ethical boundaries are, and how deals are made within the ethical confines that apply to all.