In early 2018, Bennett, Inc., offered a substantial number of new common shares to the public. Harvey Helms had a long-standing interest in Bennett because his grandfather had once been president of the company. On receiving Bennett’s prospectus, Helms was dismayed by the pessimism it embodied, so he decided to delay purchasing stock in the company.

Later, Helms asserted that the prospectus prepared by the accountants had been overly pessimistic and had contained materially misleading statements. Discuss fully how successful Helms would be in bringing a suit under Rule 10b-5 against Bennett’s accountants.