Module C Flashcards

Legal Liability

1
Q

A lack of reasonable care that may be characterized by the failure of auditors to follow GAAS in the conduct of the audit is known as:

A

ordinary negligence

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2
Q

When accountants agree to perform a compilation or review of unaudited financial statements, the best way to avoid clients’ misunderstanding the nature of the work is to describe it completely in:

A

an engagement letter

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3
Q

A group of investors sued Anderson, Olds, and Watershed, CPAs (AOW) for alleged damages suffered when the entity in which they held common stock went bankrupt. To avoid liability under the common law, AOW must demonstrate which of the following?

A

The audit was conducted in accordance with generally accepted auditing standards and with due professional care

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4
Q

The Securities Act of 1933 and Securities Exchange Act of 1934 contain:

A

both civil liability provisions applicable to auditors and criminal liability provisions applicable to auditors

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5
Q

Which Act?

Auditors must prove due diligence.

A

1933 Act

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6
Q

Which Act?

Third party must prove existence of scienter

A

1934 Act

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7
Q

Auditors must prove good faith

A

1934 Act

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8
Q

The __________ requires registration of an initial stock sale

A

1933 Act

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9
Q

The 1933 Act requires _________ to prove a loss and misleading financial statements

A

third parties

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10
Q

Under the 1934 Act, third parties must prove __________

A

scienter

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11
Q

The 1934 Act protects any person buying or __________ the security

A

selling

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12
Q

The 1933 and 1934 acts include provisions for civil and __________ charges against CPAs

A

criminal

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13
Q

Which of the following is a major difference in auditors’ liability under the Securities Act of 1933 and the Securities Exchange Act of 1934?

A
  • The burden of proving reliance on misstated financial statements and the relationship between these financial statements and the economic loss.
  • The auditors’ required degree of professional care
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14
Q

Assume that auditors lost a civil lawsuit for damages and the court found total losses of $5 million. If the auditors were determined to be 30 percent at fault and were the only solvent defendants, what is the auditors’ likely obligation under proportionate liability?

A

$2,250,000

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15
Q

Which of the following would be the auditors’ most likely defense in an action brought under the Securities Exchange Act of 1934?

A

The auditors acted in good faith and were not aware of the materially misstated financial statements

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16
Q

Auditors should not be liable to any party if they perform services that met the standards of:

A

due care

17
Q

Third-party plaintiffs bringing action under common law need not prove

A

breach of contract

18
Q

To prevail in an action brought under common law, the plaintiff must show all of the following except:

A

auditors knew the financial statements contained a material misstatement

19
Q

Which of the following is not a valid defense for auditors’ liability to third parties for ordinary negligence under common law?

A

Lack of a privity relationship with auditors

20
Q

Which of the following statements is true concerning auditors’ responsibilities during the audit?

A

Auditors must exercise the level of care, skill, and judgment expected of a reasonably prudent auditor under the circumstances

21
Q

Foreseeable third parties are best described as

A

those third parties whose decisions normally rely on audited financial statements and opinions on those financial statements.

22
Q

Under the Securities Act of 1933, which of the following defenses is related to auditors performing a reasonable investigation of the financial statements?

A

Due dilligence

23
Q

Mays bought McCovey Corporation common stock in an offering registered under the Securities Act of 1933. Hart & Company, CPAs, gave an unqualified opinion on McCovey’s financial statements that were included in the registration statement filed with the Securities and Exchange Commission. Mays sued Hart under the provisions of the 1933 act that deal with omission of facts required to be in the registration statement. Mays must prove that:

A

The financial statements contained a material misstatement

24
Q

To be successful in a civil action under Section 11 of the Securities Act of 1933 against auditors for liability for a materially misstated registration statement, the plaintiff must prove which of the following?

A
  • Auditors’ intent to deceive: No
  • Plaintiff’s reliance on the registration statement: No
25
Q

Which of the following statements about the Securities Act of 1933 is not true?

A

The plaintiff must prove they read and relied upon the financial statements

26
Q

Which of the following would not need to be demonstrated by third parties bringing suit against auditors for losses sustained under the Securities Act of 1933?

A

Auditors were aware of the materially misstated financial statements

27
Q

Under the liability provisions of Section 11 of the Securities Act of 1933, auditors may be liable to any purchaser of a security for certifying materially misstated financial statements that are included in the registration statement. Under Section 11, auditors usually will not be liable to the purchaser

A

if auditors can demonstrate due diligence

28
Q

When bringing suit against auditors under Section 10(b) of the Securities Exchange Act of 1934, plaintiffs must allege and prove:

A

auditors were aware of material misstatements in the financial statements

29
Q

Which of the following is not part of the definition of proportionate liability adopted by the Private Securities Litigation Reform Act?

A

The full amount of damages may be recovered from any defendants involved in the action

30
Q

According to Sarbanes–Oxley, accountants performing an audit or review must maintain all engagement documentation for a period of

A

7 Years