Sampson, an accountant and auditor with ABC Accounting, was auditing XYZ Company. Delilah, the president of XYZ Company, told Sampson that she really needed to keep her job and that if the true condition of the company were exposed, she would certainly be fired. She tells Sampson that she is sure she can turn things around if he will only look help her out in the audit report. Sampson, who was

Question

infatuated with Delilah, agreed to include inaccurate numbers in the company's audit report knowing that the opinion would be included in the company's annual report on Form10-K filed with the SEC. Unfortunately, Delilah was not able to turn the company's performance around, and it went into bankruptcy later that year. Sampson becomes aware that an investigation is being conducted. Which of the following is true regarding his potential liability?
a. Because he is a secondary actor, he cannot be found liable for the violation of any laws involving securities although he was aware of how the audit opinion would be used.
b. Because he is a primary actor, he can be found liable for the violation of some laws involving securities, but not Section 10(b).
c. Because he is a primary actor, he can be found liable for a violation of Rule 10(b) because he participated in the making of a false statement.
d. As a secondary actor, he can be found liable for the violation of Section 10(b) since he was aware of how the audit opinion would be used.

Answer 1

d