@ Amay – For '33, you need to understand Reg D sections 504, 505 and 506. Which have to do with whether or not the securities need to be registered. I remember 505 as it relates to a total amount of $5M, 35 unaccredited investors with unlimited accredited investors. It'd also be a good idea to look at who doesn't have to register under '33.
You also need to know about liabilities of the account under '33 vs '34. For 33′, the purchaser only (as it's an IPO) has the right to sue. They have to have been harmed by the accountant's work. However, reliance of the financial statements is not required and proving negligence is not required. The accountants defense is due diligence and followed GAAP (primarily).
For '34, the account may be sued by purchasers or sellers. For liability to exist, again there need to be damages and material misstatements, but this time reliance on the statements must be shown. Additionally, the accountant acted with reckless disregard for the truth.
I hope that helps a little.
BEC - 86
FAR - 72, 74, 79
AUD - 73, 82
REG - 74, 81
Whew! Just barely made it before BEC expired.
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