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A is corrent. A suit for damages based on Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 requires proof (1) that plaintiff suffered damages, (2) there was a material misstatement or omission in information released by the firm, (3) that the plaintiff relied on financial information, and (4) existence of scienter. Thus, proving that Davis did not rely on the financial statement or Form 10-K will be the CPA’s best defense.
B is incorrect. The damages can be based on the difference between the amount paid and the market value at the time of the suit. Thus, a subsequent sale is not necessary to compute the loss.
C is incorrect. This law comes under the Securities Exchange Act of 1934 which applies to subsequent sales of stock, not the initial offering.
D is incorrect. Privity is not required under this type of suit.