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B is corrent because in any legal action brought against a CPA based on Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, the plaintiff must prove that damages were incurred, there was a material misstatement or omission of a material fact in the information released by the firm, there was justifiable reliance on the information which led to the damages, and there was the existence of scienter on the part of the CPA. Scienter means that the defendant had knowledge of false information or that the information was prepared with a reckless disregard for the truth. Thus, the plaintiff’s lack of proof of scienter will be the CPA’s best defense.
A is incorrect because Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 deal with the CPA’s civil liability to third-party purchasers and sellers of securities. In other words, the plaintiff need not prove privity of contract.
C is incorrect because a sale of the securities is not required for computation of a loss.
D is incorrect because CPAs cannot release themselves from liability to third parties by specifically disclaiming such liability in the engagement letter.