Johnson & Company, CPAs, audited the financial statements included in the annual report submitted by SMG Enterprises, Inc., to the SEC. The audit failed to detect numerous false and misleading statements contained in the financial statements. (a) Investors who subsequently purchased SMG stock have brought suit against Johnson under Section 18 of the 1934 Act. What defenses, if any, are available to Johnson? (b) The SEC has initiated criminal proceedings under the 1934 Act against Johnson. What must be proven for Johnson to be held criminally liable?