Under Section 11 of the Securities Act of 1933, in order to establish the liability of an auditor who prepared a defective registration statement, a plaintiff must prove that:

a. he/she purchased securities issued pursuant to the defective registration statement.

b. the auditor acted with scienter in preparing the registration statement.

c. the auditor was negligent in preparing the registration statement.

d. he/she was in privity of contract with the auditor.