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To expand its operations, Dark Corp. raised $4 million by making a private interstate offering of $2 million in common stock and negotiating a $2

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To expand its operations, Dark Corp. raised $4 million by making a private interstate offering of $2 million in common stock and negotiating a $2 million loan from Safe Bank. The common stock was properly offered pursuant to the Securities Act of 1933. In connection with this financing, Dark engaged Crea \& Co., CPAs, to audit Dark's financial statements. Crea knew that the sole purpose for the audit was so that Dark would have audited financial statements to provide to Safe and the purchasers of the common stock. Although Crea conducted the audit in conformity with its audit program, Crea failed to detect material acts of embezzlement committed by Dark's president. Crea did not detect the embezzlement because of its inadvertent failure to exercise due care in designing its audit program for this engagement. After completing the audit, Crea rendered an unqualified opinion on Dark's financial statements. The purchasers of the common stock relied on the financial statements in deciding to purchase the shares. In addition, Safe Bank approved the loan to Dark based on the audited financial statements. Within 60 days after the sale of the common stock and the making of the loan by Safe, Dark was involuntarily petitioned into bankruptcy. Because of the president's embezzlement, Dark became insolvent and defaulted on its loan to Safe. Its common stock became virtually worthless. - Actions have been commenced against Crea by the purchasers of the common stock who have asserted that Crea is liable for damages under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. - Safe Bank filed suit against Crea \& Co, under common law based on Crea's negligence. In separate paragraphs, discuss the merits of the actions commenced against Crea, indicating the likely outcomes and the reasons therefore

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