Question

Jay and Co., CPAs, audited the financial statements of Maco Corp. Jay intentionally gave an unqualified opinion on the financial statements even though material misstatements were discovered as a result of the audit. The financial statements and Jay's unqualified opinion were included in a 10-K (annual report filed with the SEC) for the company. Which of the following statements is correct regarding Jay's liability to a purchaser of the offering under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934?

A. Jay will be liable if the purchaser relied on Jay's unqualified opinion on the financial statements.

B. Jay will be liable if Jay was negligent in conducting the audit.

C. Jay will not be liable if the purchaser's loss was under $500.

D. Jay will not be liable if the misstatement resulted from an omission of a material fact by Jay.

Answer

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