Q&A Hero

Q: When a court reviews formal agency adjudications or formal agency rulemaking, the only agency findings that will be overturned are those that were unsupported by substantial evidence.

Q: Congress enacted the Freedom of Information Act (FOIA) to enable private citizens to obtain access to documents in the government's possession.

Q: Although agency "captives" and agency "shadows" are different phenomena, they contribute to the same arguable result: an increase in agency independence.

Q: The executive branch of government exercises significant control over agency action through the Office of Management and Budget (OMB).

Q: The courts exercise the greatest control over agency behavior because all agency actions are subject to judicial review.

Q: Ms. Bunny has been denied disability by the Social Security Administration (SSA). In her denial letter it indicates she has the right to an appeal before an agency law judge. Ms. Bunny decides to sue in district court. Her case will likely be dismissed for failing to be ripe.

Q: Agency action may be overturned if it is unsubstantiated by the facts before the agency when it acted.

Q: Constitutional procedural safeguards such as the exclusionary rule protect respondents of the administrative adjudication process.

Q: Many agency proceedings are settled by a consent order after completion of the adjudication process.

Q: Although an administrative agency's interpretive rules do not have the force of law, its legislative rules do.

Q: Informal rulemaking consists of publishing notice of a new rule in the Federal Registrar and allowing interested parties an opportunity to comment on the rule.

Q: In case a particular agency enabling legislation provides for stricter procedures than the Administrative Procedure Act (APA), those procedures will be considered void.

Q: Most information-gathering efforts by administrative agencies are considered so intrusive as to amount to a prohibited search and seizure.

Q: In recent years, courts have often struck down as unconstitutional, broad Congressional delegations of power to administrative agencies.

Q: Separation of power issues seldom arise with regard to administrative agencies because agencies owe their existence to the absolute constitutional right of the legislative branch to delegate its power as it sees fit.

Q: The Securities and Exchange Commission (SEC) is an example of an independent agency.

Q: The Administrative Procedure Act (APA) was passed by Congress to standardize federal agency procedure.

Q: Little LLP, a CPA firm, has been doing financial statement auditing for Honesty Corp. for the last 10 years. While auditing last year's financial statements of Honesty, Little finds out that Honesty has overstated assets by 12 percent and revenues by 19 percent to make up for the huge losses it incurred. When Little informed the management of Honesty about this illegal act, Honesty's management threatened to cancel Little's contract with Honesty and demanded back the personal records and working papers from Little. Should Little give them back? Who owns them? Who has right of access to them? If Little is forced by Honesty to destroy those papers, under which Act can Little be punished?

Q: Administrative agencies typically possess a broad mix of governmental powers resembling those associated with the three traditional branches of government.

Q: Administrative agencies are created by orders from the courts.

Q: The "fourth branch" of government is not bound by basic constitutional guarantees such as due process, equal protection, and freedom of speech, just as the three traditional branches are.

Q: Administration action is subject to basic constitutional tests.

Q: Austin LLP, a CPA firm, audits financial statements of Cooley Company. Cooley tells Austin that the statements will be used to sell preferred shares in a registered offering under the Securities Act of 1933. Austin is concerned about its potential liability under Section 11 of the Securities Act of 1933 for mistakes in the audited financial statements. Discuss Austin's due diligence defense under Section 11.

Q: Kaye Piper buys 1,000 common shares of Sullivan Corp. in an offering of shares made pursuant to a Rule 506 exemption from the registration provisions of the Securities Act. For this purchase, Kaye relied on financial statements audited by Armer & Lander LLP (AL), a CPA firm. The statements materially overstated Sullivan's inventory and earnings because AL's staff auditors counted inventory boxes and still did not confirm whether any of the boxes have inventory in them. Thirty percent of those boxes were empty. Does AL have potential liability to Kaye under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 or Section 12(a)(2) of the Securities Act of 1933?

Q: Tuff Ruff LLP, a CPA firm, is engaged to audit the financial statements of Stuvver Company. During the audit, Tuff Ruff discovers that Stuvver has been illegally dumping toxic chemicals on a 40-acre plot of land behind its main manufacturing plant. What is Tuff Ruff's public duty regarding Stuvver's illegal dumping?

Q: According to Sarbanes-Oxley Act, how long must audit and review working papers be retained? A. 2 years B. 7 years C. 10 years D. 20 years

Q: The Private Securities Litigation Reform Act of 1995 requires an auditor to: A. report to the Securities and Exchange Commission a client's illegal act that has a material impact on the financial statements of the client when the client has failed to take remedial action. B. resign from an audit engagement when the client commits an illegal act that has a material impact on the financial statements of the client and the client has failed to take remedial action. C. inform a client's shareholders of the client's illegal act that has a material impact on the financial statements of the client when the client has failed to take remedial action. D. force a client to disclose to its shareholders and to the Securities and Exchange Commission a client's illegal act that has a material impact on the financial statements of the client when the client has failed to take remedial action.

Q: Which of the following is correct concerning the professional-client privilege and working papers produced by an auditor while auditing the records of a client? A. Working papers are owned by the client. B. Working papers may be transferred to another auditor without permission of the client. C. The client does not have a right of access to the working papers. D. The professional-client privilege usually belongs to the client.

Q: Mr. Green is a CPA who has been hired to perform an audit of a publically traded corporation. As part of his duties Mr. Green comes into possession of sensitive materials of the corporation. After the audit is over what should Mr. Green do with the materials? A. Return all of them to the corporation B. Keep them until asked for them C. Turn the documents over to the Secretary of State's Office D. Send the documents electronically to the SEC

Q: Individuals convicted of a RICO (Racketeer Influenced and Corrupt Organizations Act) violation may be: A. fined up to $250,000 without an imprisonment. B. fined up to $150,000 and imprisoned up to 25 years. C. fined up to $150,000 without an imprisonment. D. fined up to $250,000 and imprisoned up to 20 years.

Q: Under the Racketeer Influenced and Corrupt Organizations Act (RICO), a pattern of fraud is proved by the commission of: A. two predicate offenses within a 10-year period. B. five predicate offenses within a 20-year period. C. two predicate offenses within a 20-year period. D. five predicate offenses within a 10-year period.

Q: A person who is injured in his/her business or property by reason of a professional's conduct or participation, directly or indirectly, in an enterprise's affairs through a pattern of racketeering activity may recover _____ from the professional. A. only part of the damage for which the professional is responsible B. five times his/her actual damages C. three times his/her actual damages D. only his/her actual damages

Q: An individual may be fined up to _____ and imprisoned for up to _____ for a criminal violation of the 1934 Act. A. $15 million; 10 years B. $5 million; 10 years C. $15 million; 20 years D. $5 million; 20 years

Q: A professional has duty to perform their contractual duties to what standard for his/her client? A. To ensure all parties make a profit B. To perform as an ordinary prudent person in the profession would perform C. To ensure that all shareholders are happy with the work the professional has performed D. To the standards of the International Labor Agreement (ILA)

Q: Brown, a CPA, helped Cook organize a partnership that was actually an abusive tax shelter. Brown induced clients to participate by making false statements concerning the eligibility of deductions and tax credits. As a result of these activities, Cook derived $100,000 gross income and Brown derived $50,000 gross income. According to federal tax law, what is Brown's penalty for promoting this abusive tax shelter? A. $100,000 B. $10,000 C. $1,000 D. $50,000

Q: Gold, CPA, rendered an unqualified opinion on the 1987 financial statement of Eastern Power Co. Egan purchased Eastern bonds in a public offering subject to the Securities Act of 1933. The registration statement filed with the SEC included the financial statements. Gold is being sued by Egan under Section 11 of the Securities Act of 1933 for the misstatements contained in the financial statements. To prevail, Egan must prove: A. scienter: no; reliance: no B. scienter: no; reliance: yes C. scienter: yes; reliance: no D. scienter: yes; reliance: yes

Q: Which of the following is correct concerning qualified opinions, disclaimers of opinions, and unaudited financial statements? A. When an auditor issues a qualified opinion regarding audited financial statements, the auditor is relieved of responsibility for mistakes in financial statements only to the extent the qualification is specifically expressed in the opinion letter. B. An auditor who, due to the limited scope of an audit, disclaims any opinion as to the ability of the financial statements to present the financial position of a company has no liability for misstatements or omissions in the financial statements. C. Opinion letters stating that an auditor totally disclaims his/her liability for false and misleading financial statements excuse an accountant from the duty to exercise ordinary skill and care. D. An auditor who prepares unaudited statements automatically creates a disclaimer as to the accuracy of those statements.

Q: Nast Corp. orally engaged Baker & Co., CPAs, to audit its financial statements. The management of Nast informed Baker that it suspected the accounts receivable were materially overstated. Although the financial statements audited by Baker did, in fact, include a materially overstated accounts receivable balance, Baker issued an unqualified opinion. Nast relied on the financial statements in deciding to obtain a loan from Century Bank to expand its operations. Nast has defaulted on the loan and has incurred a substantial loss. If Nast sues Baker for negligence in failing to discover the overstatement, Baker's best defense would be that: A. Baker did not perform the audit recklessly or with an intent to deceive. B. Baker was not in privity of contract with Nast. C. Baker performed the audit in accordance with generally accepted auditing standards. D. Nast orally engaged Baker and no engagement letter had been signed by Baker.

Q: The maximum penalty for a criminal violation of the 1933 Act is a: A. $20,000 fine and one year imprisonment. B. $10,000 fine and five years' imprisonment. C. $20,000 fine and five years' imprisonment. D. $10,000 fine and one year imprisonment.

Q: West & Co., a large CPA firm, was engaged by Sand Corp. to audit its financial statements. West issued an unqualified opinion on Sand's financial statements. Reed is a securities investor who relied upon the statements when purchasing Sand stocks. After incurring major losses on Sand stocks, Reed accused Sand of making negligent misrepresentations in the financial statements. West was not aware of the misrepresentations nor was it negligent in performing the audit. If Reed sues West for damages, based on Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, West will: A. lose, because Reed relied upon the financial statements. B. lose, because the statements contained negligent misrepresentation. C. prevail, because some element of scienter must be proved. D. prevail, because Reed was not in privity of contract with West.

Q: For proving liability of a professional under _____, the plaintiff need not prove reliance on the wrongful conduct. A. Section 17(a) of the Securities Act of 1933 B. Section 10(b) of the Securities Exchange Act of 1934 C. Section 18 of the Securities Exchange Act of 1934 D. Section 12(a)(2) of the Securities Act of 1933

Q: Who amongst the following can be held liable under Section 12(a)(2) of the Securities Act of 1933? A. A consultant who is hired by a company making a public distribution of securities to improve performance. B. An auditor who issues an opinion regarding financial statements of a company making a public distribution of securities. C. An accountant in the accounts division of a publicly traded company which is issuing new securities to the public. D. An underwriter who is involved in issuance of new securities to the public by a publicly traded company.

Q: Hamish invested in the securities of the ABC Corporation (ABC). He lost a great deal of money on those securities after ABC's president admitted that financial statements about the profitability of ABC had been materially exaggerated. Andy Accountant (AA) had audited those statements and had issued an unqualified opinion that they complied with GAAS and GAAP. Hamish has sued AA using Section 10(b) of the Securities Exchange Act of 1934 as the legal basis of his/her suit. To succeed, Hamish must prove that: A. AA acted with scienter. B. Hamish was in privity of contract with ABC or AA. C. AA acted negligently. D. AA's actions have a connection with intrastate commerce.

Q: Under Section 11 of the Securities Act of 1933, in order to establish the liability of an auditor who prepared a defective registration statement, a plaintiff must prove that: A. he/she purchased securities issued pursuant to the defective registration statement. B. the auditor was negligent in preparing the registration statement. C. the auditor acted with scienter in preparing the registration statement. D. he/she had privity of contract with the auditor.

Q: _____ imposes liability on underwriters and experts for misstatements or omissions of material fact in Securities Act registration statements. A. Section 18 of the Securities Exchange Act of 1934 B. Section 12(a)(2) of the Securities Exchange Act of 1934 C. Section 17(b) of the Securities Act of 1933 D. Section 11 of the Securities Act of 1933

Q: Who amongst the following is an "expert" under Section 11 of the Securities Act of 1933? A. A consultant who is an independent director of a company making a public distribution of securities. B. An auditor who issues an opinion regarding financial statements of a company making a public distribution of securities. C. An accountant in the accounts division of a publicly traded company which is issuing new securities to the public. D. An underwriter who is involved in issuance of new securities to the public by a publicly traded company.

Q: Under Section 11 of the Securities Act of 1933, an auditor who issues an opinion regarding financial statements of a company making a public distribution of securities can be held liable for errors in the expertised portions of the: A. registration statement. B. annual 10-K report. C. 8-K current report. D. proxy statements.

Q: For proving liability of a professional under _____, privity of contract between the plaintiff and the defendant is required. A. Section 12(a)(2) of the Securities Act of 1933 B. Section 18 of the Securities Exchange Act of 1934 C. Section 17(a) of the Securities Act of 1933 D. Section 11 of the Securities Exchange Act of 1934

Q: Under the Restatement (Second) of Torts, which of the following nonclients may sue an accountant for professional negligence? A. A securities investor whose use of the financial statements prepared by the accountant to purchase common shares was foreseeable by the accountant. B. A bank that was not known to the accountant and whose use of the financial statements was not foreseen, but whose use of the financial statements was foreseeable. C. A bank that was known to the accountant but used the financial statements prepared by the accountant for a purpose that was not foreseen. D. A creditor who was not known to the accountant but who used the financial statements for the same purpose as the bank whose use of the statements was known to the accountant.

Q: If a stockholder sues a CPA for common law fraud based on false statements contained in the financial statements audited by the CPA, which of the following, if present, would be the CPA's best defense? A. The stockholder lacked privity to sue. B. The false statements were immaterial. C. The CPA did not financially benefit from the alleged fraud. D. The client contributed to the negligence.

Q: A(n) _____ fraud applies when a professional misstates a material fact and recklessly or grossly negligently fails to ascertain the truth of the statement. A. constructive B. scienter C. Ultramares D. fabrication

Q: Brown & Co., a CPA, issued an unqualified opinion on the financial statement of its client, King Corp. Based on the strength of King's financial statements, Safe Bank loaned King $500,000. Brown was unaware that Safe would receive a copy of the financial statements or that they would be used in obtaining a loan by King. King defaulted on the loan. If Safe commences an action for common law fraud against Brown, then to be successful, Safe must prove that in addition to other elements it: A. was in privity of contract with Brown. B. was not contributorily negligent. C. was in privity of contract with King. D. justifiably relied on the financial statements.

Q: Which of the following tests requires a professional to know the name of the nonclient who will use his/her work product and the particular purpose for which that person will use the work product? A. Restatement test B. Primary benefit test C. Foreseeable users test D. Scienter test

Q: In a state that has adopted the Ultramares rule and uses the primary benefit test, who amongst the following may hold an accountant liable for common law negligence? A. Only the client. B. Only the client and a third party that the accountant knew would rely on the accountant's work for a particular purpose. C. Only the client. A third party that the accountant knew would rely on the accountant's work for a particular purpose, and others who are in the same limited class as that third party. D. Any third party that is a foreseeable user of the accountant's work may hold him/her liable if that third party suffers a loss as a direct result of the accountant's negligence.

Q: In a state that uses the Restatement (Second) of Torts of 1965, who amongst the following may hold an accountant liable for common law negligence? A. Only the client. B. Only the client and a third party that the accountant knew would rely on the accountant's work for a particular purpose. C. Only the client. A third party that the accountant knew would rely on the accountant's work for a particular purpose, and others who are in the same limited class as that third party. D. Any third party that is a foreseeable user of the accountant's work may hold him/her liable if that third party suffers a loss as a direct result of the accountant's negligence.

Q: In which of the following contexts is a professional most likely to experience a nonclient action? A. An accountant who prepares and audits financial statements of companies. B. A consultant who gives advice to companies for improving performance. C. A securities broker who provides investment advice to retail investors. D. An attorney who advises companies on corporation and business laws.

Q: The central requirement for the primary benefit test is: A. breach of contract. B. fraud. C. privity of contract. D. breach of trust.

Q: If a client establishes fraud against a professional, he/she is more likely to receive: A. compensatory and consequential damages. B. punitive and consequential damages. C. compensatory and punitive damages. D. only consequential damages.

Q: Professionals are sued under securities law usually by: A. clients. B. brokers. C. partners. D. third parties.

Q: Ritz Co. wished to acquire Smart Inc. In conjunction with its plan of acquisition, Ritz hired Felix, a CPA, to audit the financial statements of Smart. Based on the audited financial statements and Felix's unqualified opinion, Ritz acquired Smart. Within six months, it was discovered that the inventory of Smart had been overstated by $500,000. Ritz commenced an action against Felix. Ritz believes that Felix failed to exercise the knowledge, skill, and judgment commonly possessed by CPAs in the locality, but is unable to prove that Felix either intentionally deceived it or showed a reckless disregard for the truth. Ritz is also unable to prove that Felix had any knowledge that the inventory was overstated. Which of the following would provide Ritz with a proper basis for prevailing in a lawsuit against Felix? A. Negligence and breach of contract B. Gross negligence and fraud C. Negligence and fraud D. Gross negligence and breach of contract

Q: Which of the following is sufficient to establish that a professional has acted with scienter for purposes of common law fraud? A. The professional's careless consideration for the accuracy of his/her work. B. The professional's reckless ignorance of facts. C. The professional's failure to exercise due diligence. D. The professional's negligent misstatement of fact.

Q: In which of the following statements concerning a CPA firm's action is scienter or its equivalent absent? A. Having actual knowledge of fraud. B. Performing substandard auditing procedures. C. Reckless disregard for accuracy in one's work. D. Intent to profit by concealing fraud.

Q: A client may receive _____ damages for a breach of contract or negligence. A. only consequential B. only punitive C. consequential and punitive D. only compensatory

Q: Which of the following is authorized to conduct periodic inspections of nonprivate company auditors in order to assess whether they are complying with the requirements of the Sarbanes-Oxley Act? A. The Public Company Accounting Oversight Board B. The Securities Exchange Commission C. The Federal Trade Commission D. The Internal Revenue Service

Q: A professional is not liable for breach of contract if the: A. professional lacks the required educational qualifications. B. client has opposed delegation of duties. C. client obstructs the performance of the contract. D. professional has not included such liability in the contract.

Q: Which of the following professional liabilities is based on the common law concepts of negligence? A. Penal liability B. Tort liability C. Primary liability D. Contractual liability

Q: Brady, a CPA, is hired by Stanlee Inc., to audit its financial statements. Due to his negligence, Brady fails to discover that Tom, chairman the board of directors of Stanlee, has embezzled $300,000 of the company funds. Brady finishes the audit and issues an unqualified opinion. Six months later, Brady reads in the newspapers that Tom has been caught for embezzling a total of $800,000 of company funds. Tom has resigned and the company funds have been fully recovered from him. Stanlee sues Brady. How much is Brady liable for? A. $300,000 B. $1,100,000 C. $800,000 D. $500,000

Q: If a state offers a granted privilege, like accountant-client privilege then the federal courts in that jurisdiction will also allow that privilege.

Q: One of the elements necessary to hold a CPA liable to a client for conducting an audit negligently is that the CPA: A. acted with scienter or guilty knowledge. B. was a fiduciary of the client. C. failed to exercise reasonable care. D. executed a fraudulent engagement letter.

Q: Judge Blue is evaluating a case of professional negligence involving a claim against an auditor. Where will Judge Blue look to determine what the ordinary standard of care is for the auditing profession? A. The auditing industry, in particular the GAAS or Generally Accepted Auditing Standards and any other standards the industry has implemented. B. The United States Department of Labor. C. The Secretary of State office in the state where the business is incorporated. D. The shareholders of the corporation in questioned.

Q: Mr. Orange is an accountant at a publically traded corporation. In order to meet the standard of the skill of a professional account what should Mr. Orange have knowledge of? A. Calculus and trigonometry B. Generally accepted accounting principles (GAAP) C. The Professional Rules of Responsibility for Attorneys D. The advisory opinions this year of the Internal Revenue Service (IRS)

Q: An accountant can be required to bring his/her working papers into court and to testify as to matters involving the client's tax records and discussions with the client regarding tax matters.

Q: The work papers and documents that a professional receives from a client to perform services like auditing or accounting will remain the property of the client.

Q: By issuing a qualified opinion, an auditor escapes liability for defects in financial statements audited by the auditor. FALSE

Q: The Securities Exchange Act of 1934 does not impose any criminal liability for violation of any provision of the 1934 Act.

Q: Under Section 11 of the Securities Act of 1933, an underwriter is liable for errors in the entire Securities Act registration statement because an underwriter is an expert.

Q: Under Section 11 of the Securities Act of 1933, an auditor may escape liability by proving he/she had no reason to believe and did not believe that there were any misstatements or omissions of material fact in the financial statements he/she audited.

Q: Proof of aiding and abetting another person's securities violation is not sufficient misconduct to overcome the privity requirement of Securities Act Section 12(a)(2).

Q: Under two of the subsections of Section 17(a) of the Securities Act of 1933, an investor need prove only negligence by the accountant.

Q: A professional may delegate his/her duty without the consent of the client.