[BigCom Securities] A&Z and DCB, Two Large Accounting Firms, Prepared

Multiple Choice

[BigCom Securities] A&Z and DCB, two large accounting firms, prepared registration statements for BigCom, a large, public company, and provided information on BigCom to the SEC. A&Z's statements contained several misrepresentations about BigCom's securities. Wallace, BigCom's Chairman of the Board of Directors, signed the statements prior to the SEC filing. As is the usual procedure, Wallace signed the statements but did not read them carefully. He heard there were some questionable issues about the quality of the statements, but he felt confident with the expertise of the large accounting firms. Subsequently, purchasers of BigCom claimed there were misrepresentations about BigCom's shares in the statements filed with the SEC and sued A&Z, DCB, and Wallace. All three defendants deny liability.
-Would DCB likely be held liable for the misrepresentations in the statements filed with the SEC?

A) Yes, based on a balancing test.
B) Yes, unless DCB can prove it performed a due diligence inquiry.
C) No, because it was not a willful violation.
D) No, because the misrepresentations were made by A&Z and an accounting firm cannot be held liable for something it did not do.
E) Yes, unless DCB can prove the misrepresentation did not involve a material fact.