Part I:

The common stock of Wilson, Inc. is owned by 10,000 stockholders who live in several states. Wilson’s financial statements as of December 31, 2021, were audited by Doe & Co., CPAs, who rendered an unqualified opinion on the financial statements. In reliance on Wilson’s financial statements, which showed net income for 2021 of $1.5 million, Peters, on April 10, 2022, purchased 10,000 shares of Wilson stock for $200,000. The purchase was from a shareholder who lived in another state. Wilson’s financial statements contained material misstatements. Because Doe did not carefully follow GAAS, it did not discover that the statements failed to reflect unrecorded expenses that reduced Wilson’s actual net income to $800,000. After disclosure of the corrected financial statements, Peters sold his shares for $100,000, which was the highest price he could obtain. Peters has brought an action against Doe under federal securities law and state common law.

Required
Answer the following, setting forth reasons for any conclusions stated:

a. Will Peters prevail on his federal securities law claims?

b. Will Peters prevail on his state common law claims?

Part II:

Able Corporation decided to make a public offering of bonds to raise needed capital. On June 30, 2022, it publicly sold $2.5 million of 12% debentures in accordance with the registration requirements of the Securities Act of 1933.

The financial statements filed with the registration statement contained the unqualified opinion of Baker & Co., CPAs. The statements overstated Able’s net income and net worth. Through negligence Baker did not detect the overstatements. As a result, the bonds, which originally sold for $1,000 per bond, have dropped in value to $700.

Ira is an investor who purchased $10,000 of the bonds. He promptly brought an action against Baker under the Securities Act of 1933.

Required

Setting forth reasons for any conclusions, determine if Will should prevail on his claim under the Securities Act of 1933.