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Auditor Liability to an Investment Company

Q1: Equisure, Inc., was required to file audited financial statements when it applied to have its stock listed on the American Stock Exchange (AmEx). It retained an accounting firm, defendant Stirtz Bernards Boyden Surdel & Larter, P.A. (Stirtz). Stirtz issued a favorable interim audit report that Equisure used to gain listing on the stock exchange. Subsequently, Equisure retained Stirtz to audit the financial statements required for Equisure's Form 10 filing with the U.S. Securities and Exchange Commission (SEC). Stirtz's auditor knew that the audit was for the SEC reports. Stirtz issued a "clean" audit opinion, which, with the audited financial statements, was included in Equisure's SEC filing and made available to the public. NorAm Investment Services, Inc., also known as Equity Securities Trading Company, Inc. (NorAm), a securities broker, began lending margin credit to purchasers of Equisure stock. These purchasers advanced only a portion of the purchase price; NorAm extended credit (a margin loan) for the balance and held the stock as collateral for the loan, charging interest on the balance. When NorAm had loaned approximately $900,000 in margin credit, its president, Nathan Newman, reviewed Stirtz's audit report and the audited financial statements. Based on his review, NorAm extended more than $1.6 million of additional margin credit for the purchase of Equisure shares. When AmEx stopped trading Equisure stock due to allegations of insider trading and possible stock manipulation, the stock became worthless. NorAm was left without collateral for more than $2.5 million in margin loans. Stirtz resigned as auditor of Equisure and warned that its audit report might be misleading and should no longer be relied upon. NorAm sued Stirtz for negligent misrepresentation and negligence. Explain whether or not NorAm will prevail

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Let's narrow down the facts to what we need for this scenario.

Esquire was required to file audited financial statements in order to issue an IPO on the AmEx. They retained an accounting firm, which was Stirtz. Stirtz issued a favorable interim report and Esquire was then listed on the exchange. Esquire again retained the accounting firm to perform a financial statement audit for Form 10, as required by the SEC. Stirtz issued a "clean" report. This is not the proper wording for this act. It should state that the auditor issued an unqualified audit opinion, which ...

Solution Summary

This solution discusses the above listed case. All necessary legal elements are discussed and it is determined if the accounting firm (auditor) is liable to the investment company in this case.