Accountants’ Liability Assignment | Accountants

Over the last few years, the prestigious FIU School of Accounting graduated a record number of students, who eventually went on the pass the CPA exam and start their careers in accountancy.  Many of the graduates took different paths, but several somehow found themselves facing legal issues that they should have prepared themselves for while studying Business Law with Prof. T.

Martha set up an accounting practice in South Beach.  She provides various accounting services to Cardozo Corporation, her only client. The services include preparing Cardozo’s financial reports and audit opinions based on the reports. The CEO at Cardozo Corporation made 30 copies of Martha’s audit opinion and circulated same to several banks and potential private investors, looking for an infusion of capital into the company; the reports were also circulated to several industrial suppliers, hoping to buy much needed equipment on credit. That year, Cardozo fell into serious financial trouble, but neither Martha’s reports nor her audit opinion letters indicate this problem. Relying on Martha’s work product of Cardozo’s financial situation, BancoAmerico loans Cardozo Corporation three million dollars to fund a new manufacturing facility, and Wright Machinery supplies (on credit) two million dollars of heavy-duty industrial equipment to Cardozo Corporation to build the facility.  During the course of her engagement, Martha was aware of the fact that her work product would be used to secure a loan from a bank, but she did not know the exact bank from which credit was requested or how much money the Cardozo was requesting from the bank; furthermore, she did not know that her reports would be distributed to any other party.

Charlotte set up an office in Fort Lauderdale, and she was lucky enough to be engaged by Softy, Inc., an upstart software development firm that was planning to go public.  Charlotte prepared the expertise portion of the registration statement and prospectus, filed with the Securities Exchange Commission, for the IPO of Softy. Charlotte took her job very seriously and spent a great deal of time preparing the registration statement. A year after the registration statement was filed with the SEC, the SEC and the DOJ began to investigate the company, and they claim that the information in Charlotte’s statement was misleading because some of the information given to her by the corporation (on which she based her report) was false. Charlene had tried to verify the information in the course of her engagement, but she was not able to do so. Prior to those investigations commencing, but later that year, the same financial statements that were used in the expertise portion of the registration statement were forwarded to the SEC as part of the filing requirements for a proposed merger between Softy and Hardy Corporation, a manufacturer of hard drive components. Anticipating a surge in the value of the company after the proposed merger, many more investors purchased stock in Softy.  But the hard fact was that the company was insolvent, and the merger was not concluded.

Jose opened an accounting firm in downtown Miami.  One of his first assignments was to prepare the financials included in an annual report (10-K) for Marbury-Madison Corporation, a publicly traded company; the report was filed with the SEC. The financials, however, contained false information of a material fact, because Jose relied on last year’s income statements when preparing the report (rather than the current year’s report); Jose entered last year’s figures in the financials because he was in rush to leave the office that day, since he was running late for a “hot date.” This misleading entry ultimately led to a financial loss for many of the new stockholders of Marbury-Madison, who relied on the financial reports in the 10-K when making their investment decisions; had Jose used the correct figures, it would have revealed that Marbury-Madison was operating at a loss.

Cristobal, also managing his own accounting firm in Miami, was hired by TipperTipee Corporation, a publicly traded company.  The engagement letter states that Cristobal will use his “best efforts” to perform services for the company with due diligence, following “all applicable laws, rules, and regulations promulgated by all governing authorities, to include those rules promulgated by administrative agencies and organizations regulating his profession.”  The engagement letter further states that Cristobal’s firm will provide general accounting, audit and tax services to the company.  In the course of preparing TipperTippee’s financial statements over the course of several years, Cristobal carelessly understated sales and excise tax liabilities of the company, which was later discover by another accounting firm hired to replace Cristobal; the unpaid tax liabilities amounted to several million dollars, causing the company to eventually file for bankruptcy protection. During his tenure as TipperTipee’s auditor, Cristobal uncovered some “irregular entries” in TipperTipee’s records, which he suspected to be bribes to foreign countries, but he failed to investigate this further, even though it would have had a material impact on the company if his suspicions were confirmed.

Stormy, on the other hand, wanted to forego the summer heat and humidity of Florida and experience a true “winter wonderland,” so she moved to Buffalo, New York—a state which, incidentally, still follows the Ultramares Doctrine. Her accounting firm was engaged to prepare financial documents for a new client, Shades-of-Gray, Inc.  While working for that company, Stormy knowingly inflated the company’s net worth while preparing its financial statements, hoping to impress the CFO of Shades-of-Gray, Buck Rodgers (a former porn star), with whom she was having a romantic affair.  Without Stormy’s knowledge, while she was working on those documents, Rodgers was negotiating with Bozo Bank of Buffalo to secure a large loan for the company.  Based on the apparent robust financial status of Shades-of-Gray, as evidenced by the financial statements prepared by Stormy, Bozo Bank granted the loan to the company; had the financial documents been accurate, they would have revealed that Shades-of-Gray was on the verge of bankruptcy.  Shades-of Gray did eventually default on the loan to Bozo Bank and file for bankruptcy protection.  Buck Rodgers was fired from the company and he returned to work in the adult film industry; shortly thereafter, Stormy’s romance with Buck soured and “went south” —and so did she, back to South Florida.

Lindsey, working in West Palm Beach, does accounting work for Trickster Corporation, a publicly traded company.  One day, Lindsey is contacted by both the FBI (Federal Bureau of Investigations) and the FDLE (Florida Department of Law Enforcement) regarding dual investigations of Trickster Corporation and its President and CEO, Donald J. Trick.  Lindsey was shocked and dismayed to learn from these organizations that during his engagement with Trickster, Mr. Trick, through an elaborate and intricate embezzlement scheme, had siphoned off substantial amounts of money from Trickster Corporation; the scheme allowed the company to look profitable on its balance sheet (with the information provided to Lindsey by Mr. Trick), when in fact, the company was not solvent.  Lindsey was oblivious to this fraudulent activity at Trickster, since he had no reason to doubt Mr. Tick’s veracity.  However, he was somewhat suspicious when Mr. Trick consulted him one day for tax advice regarding offshore tax shelters.  Shortly thereafter, Lindsey’s audit working papers were subpoenaed by the DOJ (Department of Justice), the SEC (Securities Exchange Commission), the IRS (Internal Revenue Service), as well as the Florida Department of Revenue and the Florida Attorney General’s Office.  Trickster Corporation and Donald J. Trick demanded that Lindsey not to comply with any subpoenas issued by these governmental agencies and instructed Lindsey to contest the subpoenas in court. Eventually, word of the dual investigations was featured in a New York Times cover story, but not before the company declared bankruptcy and Mr. Trick absconded to a luxurious villa in the Ukraine.

1. If Martha was merely negligent in her preparation of the financial reports and audits, what is her potential legal liability to BancoAmerico? To Wright Machinery? To the potential investors who invested in the company based on the financials. Why? Discuss fully.
2. An investor of Softy, Inc., is now suing Charlotte, claiming that she violated the 1933 Securities Act and the 1934 Securities Exchange Act. During the course of the trial, it was revealed that the investor never read the IPO prospectus or registration statement, nor the documents relating to the merger that were filed with the SEC. Is Charlotte liable to the investor? Does Charlotte have any defenses available to her? Discuss fully.
3. A group of Marbury-Madison investors filed a civil lawsuit against Jose in the Federal District Court for the Southern District of Florida, alleging a violation of the 1934 Securities Exchange Act. Another group of investors filed a civil lawsuit against Jose in the 11^thJudicial Circuit Court for Miami-Dade County, alleging fraud.  Does Jose have any legal liability in either of these cases?  Discuss fully.
4. Does Cristobal have any legal liability to TipperTippee Corporation or its investors? Discuss fully.
5. Bozo Bank of Buffalo sued Stormy to recover its losses on the loan made to Shades-of-Gray. Shades-of-Gray also sued Stormy for the misleading information in the financial statements.  Does Stormy have any legal liability to either of these two parties? Discuss fully.
6. A group of investors sued Lindsey for “aiding and abetting” a securities fraud under Section 10(b) of the Securities Exchange Act of 1934. Will they succeed? Must Lindsey comply with the subpoenas? Discuss fully.