Part A

The common stock of Wilson, Incorporated is owned by twenty stockholders. Wilson's financial statements as of December 31, 2013, were audited by Doe & Company, CPAs, who rendered an unqualified opinion on the financial statements. In reliance on Wilson's financial statements, which showed net income for 2013 of $1,500,000, Peters purchased 10,000 shares of Wilson stock for $200,000 on April 10, 2014. Wilson's financial statements con- tained material misstatements. Because Doe did not carefully follow GAAS, it did not discover that the statements failed to reflect un- recorded expenses, which 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 fed- eral securities law and common law.

Answer the following, setting forth reasons for your conclusions:

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

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

Part B

Able Corporation decided to make a public offering of bonds to raise needed capital. It publicly sold $2,500,000 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 & Company, 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.

Answer the following, setting forth reasons for your conclusions:

a. Will Ira likely prevail on his claim under the Securities Act of 1933?

b. Identify the primary issues that will determine the likelihood of Ira's prevailing on the claim.