AccentPoint LLP, an accounting firm, was hired by General Micron Company to audit its financial statements for inclusion in GMC's 1933 Act registration statement, pursuant to which GMC's common shares would be sold to investors. AccentPoint's sole compensation for performing the audit and issuing an opinion was a fee of $600,000. Due to AccentPoint's careless noncompliance with GAAS, the audited financial statements and AccentPoint's opinion contained material misstatements. Accent Point, however, did not intentionally or recklessly mistate or omit any material fact. Does AccentPoint have potential liability to purchasers of the shares who bought GMC shares relying on AccentPoint's audit opinion under Section 12(a)(2) of the 1933 Act, Rule 10b-5 of the 1934 Act, and the common law of negligent misrepresentation? Does AccentPoint have potential liability to purchasers of the shares under Section 11 of the 1933 Act?
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