Simon & Shaw, a CPA firm, issued an unmodified audit report for its client, Zing Manufacturing

Corporation (ZMC), a footwear manufacturer with shares traded on a Canadian stock exchange.

Simon & Shaw knew the company was in the process of refinancing a significant bank loan

coming due and the bank was anxious to see the year end results. Once the unmodified audit

report and opinion was issued, the local stock exchange regulator halted trading of ZMC shares

after allegations of management fraud came to light. As a result, the share price of ZMC

plummeted and the company fell into bankruptcy.

What are two (2) legal defences are available to Simon & Shaw?