please answer by giving reason

31. If a CPA is sued using the 1934 Act, 10b-5, which of the following does a shareholder need to prove prevail in the suit? DIntentional misleading conduct intended to damage the shareholders (scienter) by the auditor 2Negligence by the auditor Da and b 4neither a nor b 32. An RFP Dis required for a client to change auditors 2 contains information about the proposal process nad engagement 3is only used by publicly traded companies Dis issued by the auditor