PROFESSOR'S RESPONSE. HOW SHOULD I RESPOND TO HER AND ANSWER THE QUESTION - In relation to the MD&A, in our previous module, we noted that managers face liability if MD&A inclusions materially misrepresent facts and investors subsequently are harmed. Managers have liability under US. securities law if MD&A disclosures contain material misstatements or omissions. Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 prohibit fraudulent statements or omissions of material facts in disclosures that could mislead investors. This means that managers must ensure that all forward-looking statements and qualitative disclosures in the MD&A are accurate and complete, as these are often targets for litigation if investors suffer losses and allege being misled (SEC, 2013). the failure to include disclosure of every material item in an introduction or overview should not trigger automatically the application of the "buried facts" doctrine, in which a court would consider disclosure to be false and misleading if its overall significance is obscured because material is "buried,." This issue came up in the trial of Sam Bankman-Fried. Given its high profile, this is now a useful reminder Links to an external site. for caution. Accountants do not certify non-GAAP infortmation submitted to the Securities and Exchange Commission. Accountants, as such are not invested in this issue - right?. So long as non-GAAP inclusions remain unaudited, is there any reason to suppose that accountants should care about non-GAAP disclosure