Ocean and Associates, CPAs, audited the financial statements of Drain Corporation. As a result of Ocean’s negligence in conducting the audit, the financial statements included material misstatements. Ocean was unaware of this fact. The financial statements and Ocean’s unqualified opinion were included in a registration statement and prospectus for an original public offering of stock by Drain.

Sharp purchased shares in the offering. Sharp received a copy of the prospectus prior to the purchase but did not read it. The shares declined in value as a result of the misstatements in Drain’s financial statements becoming known. Under which of the following Acts is Sharp most likely to prevail in a lawsuit against Ocean?

align=”left”>

Securities Exchange Act of 1934, Section 10(b), Rule 10b-5

Securities Act of 1933, Section 11

a.

Yes

Yes

b.

Yes

No

c.

No

Yes

d.

No

No