Violations of the 1934 Act. To comply with accounting principles, a company that engages in software development must either “expense” the cost (record it immediately on the company’s financial statement) or “capitalize” it (record it as a cost incurred in increments over time). If the project is in the pre- or post-development stage, the cost must be expensed.

Otherwise it may be capitalized. Capitalizing a cost makes a company look more profitable in the short term. Digimarc Corp. announced that it had improperly capitalized software development costs over at least the previous eighteen months.

The errors resulted in $2.7 million in overstated earnings, requiring a restatement of prior financial statements. Zucco Partners, LLC, which had bought Digimarc stock within the relevant period, filed a suit in a federal district court against the firm. Zucco claimed that it could show that there had been disagreements within Digimarc over its accounting. Is this sufficient to establish a violation of SEC Rule 10b-5?

Why or why not? [Zucco Partners, LLC v. Digimarc Corp., 552 F.3d 981 (9th Cir. 2009)] (See pages 813–815.)