Girard & Company, CPAs, audited the financial statements included in the annual report submitted by PMG Enterprises, Inc., to the Securities and Exchange Commission (SEC). The audit failed to detect numerous false and misleading statements contained in the financial statements.

a. Investors who subsequently purchased PMG stock have brought suit against Girard under Section 18 of the 1934 Act. What defenses, if any, are available to Girard?

b. The SEC has initiated criminal proceedings under the 1934 Act against Girard. What must be proven for Girard to be held criminally liable?