Section 10 and Rule 10b-5 Securities Exchange Act of 19 34

Unlawful for a C P A to:

Employ any device, scheme, or artifice to defraud.

Make an untrue statement of material fact or omit a material fact.

Engage in any act, practice, or course of business to commit fraud or deceit in connection with the trading of the stock.

Rule 10b-5 of the Securities Exchange Act of 19 34.

Plaintiff must prove:

A material, factual misrepresentation or omission.

Reliance by plaintiff on the financial statement.

Maxwell v. K P M G L L P : Maxwell’s harm wasn’t caused by K P M G’s audit.

Damages suffered as a result of reliance on the financial statements.

Intent to deceive, manipulate or defraud (scienter)


Private Securities Litigation Reform Act (P S L R A)

Amends the Securities Exchange Act of 19 34 by adding Section 10A, “Audit Requirements”

Auditor must include “Procedures designed to provide reasonable assurance of detecting illegal acts that would have a direct and material effect on the determination of financial statement amounts”

Auditor’s responsibility to detect fraud and requires auditors to promptly notify the audit committee and board of directors of illegal acts.

Particularity Standard.

Goal to harmonize holdings of courts that led to varying standards of auditor legal liability.

Allows scienter to be pled through “particularized” allegations establishing either.

Strong circumstantial evidence of conscious misbehavior or recklessness, or.

Facts showing that the defendant had both the motive and opportunity to commit securities fraud.

Defined the concept of “motive”.

Allege facts demonstrating a “concrete and personal benefit” that would be realized from the fraud.

Keeping the stock prices high or other motives possessed by most corporate insiders are insufficient evidence.

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