B is corrent because under the Securities Act of 1933, an accountant is liable to a purchaser of securities if the purchaser proves a false financial statement (including statements with a material omission), and the specific securities were ones offered through a registration statement. A is incorrect because the maximum time limitation for bringing such an action is three years after the security is offered to the public. However, the time limitation may be less. The Statute of Limitations is one year after discovery is made, or should have been made, of a misstatement or illegal omission. In any event, the maximum is three years. C is incorrect because the purchaser need not prove negligence or fraud on the part of the accountant. Again, all that need be proven is the misstatement or omission. D is incorrect because the purchaser need not prove reliance on the registration statement or prospectus. Instead, the burden is shifted from the plaintiff to the defendant accountant to show that he is not responsible for the investment loss by the purchaser (i.e., accountant must prove due diligence).
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