Guide · Business

Accounting and Audit Liability: A Comprehensive Guide to Engagements, Privity, Standards, and Regulatory Exposure

15 U.S.C. § 78

Type
Guide
Jurisdiction
National
Date
2025-04-18
Topic
Business

This guide covers the liability of accountants and audit firms across every service they perform and every forum in which claims arise. It begins with the engagement types, because the assurance expressed determines the exposure, and works through audits, reviews, compilations, preparations, agreed-upon procedures, tax, and advisory work. It develops the privity rules that decide who may sue, comparing the near-privity, Restatement, and foreseeability approaches, and explains how the engagement letter bears on the knowledge element each requires. It covers the professional negligence standard and its defenses, then the federal securities framework, tracing why scienter, the absence of private aiding-and-abetting liability, and the maker requirement make auditors difficult for private plaintiffs to reach. It covers the public company oversight regime, independence, and internal control reporting; the absence of a federal accountant-client privilege and the limited protections that exist; the tax practice penalty and ethics regime; damages and the causation limits that shrink most claims; and claim strategy from both sides.

Accounting and Audit Liability: A Comprehensive Guide to Engagements, Privity, Standards, and Regulatory Exposure

Business > Accounting, Audit, and Financial Professional Liability | Published 18 April 2025 - Updated 2 August 2026 | UpLaw - uplaw.us

How to use this guide

Accounting liability is unusually forum-dependent. The same failed audit may produce a state professional negligence claim, a federal securities claim, a regulatory enforcement proceeding, a licensing board matter, and a firm inspection finding — each with different standards, different defenses, and different outcomes.

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