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D is corrent because Section II of the Securities Act of 1933 makes it unlawful for a registration statement to contain an untrue material fact or to omit a material fact. Under the 1933 Act, the plaintiff must prove damages were incurred and that there was a material misstatement or omission in the financial statements included in the registration statement. Thus, proving that the false statement is immaterial is a viable defense. Other viable defenses are the due diligence defense, proving that the plaintiff knew the financial statements were incorrect when the investment was made, and proving the loss was caused by factors other than the misstatement or omission.
A is incorrect because the plaintiff need not prove fraud or negligence.
B is incorrect because the plaintiff need not prove reliance on the financial statements (unless the securities were purchased after the CPA firm issued an income statement covering at least 12 months subsequent to the effective date of the registration statement).
C is incorrect because Lewis & Clark’s unqualified opinion, included in the registration statement, is a certification of the financial statements as of the time the registration statement becomes effective. Thus, it extends Lewis & Clark’s legal liability from the examination date to the effective date. They would have a duty to disclose the detection of the false statement.