Question:
Sam's Retail Outlet's certified public accountant prepares financial statements that omit a material fact. The financial statements are part of Sam's registration statement. An investor purchases Sam's stock. Under Section 11 of the Securities Act of 1933, the accountant can avoid liability by showing that she:
a. Lacked criminal intent in preparing the financial statements.
b. Exercised due diligence in preparing the financial statements.
c. Was not in privity of contract with the Investor.
d. None of the answer choices are correct.
Answer – Choice “b” is correct. A CPA's best defense to a 1933 Section 11 action is that the CPA exercised due diligence by performing the audit in accordance with generally accepted auditing standards.
* Confused or just way overtired, perhaps. Why is a CPA — preparing — the financial statements for a registration statement of what will be a publicly traded company?? Am I just too overtired and reading this wrong or missing something? How could this scenario even be possible in regards to independence?