References to the independent accountant in securities registrations;

              Statements on Auditing Procedure
Issued by the Committee on Auditing Procedure, American Institute of Accountants, 13 East 41st Street, New York 17, N. Y.
Copyright 1945 by American Institute of Accountants
No. 22
May 1945
References to the Independent Accountant in Securities Registrations
Statements on Auditing Procedure represent the considered opinion of the members of the committee on auditing procedure expressed by formal vote after examination of the subject matter by the committee and the research department. Statements of the committee are not intended to be retroactive nor applicable to immaterial items and, except in cases in which formal adoption by the Institute membership has been secured, the authority of the statements rests upon the general acceptability of opinions so reached.
1. Since the passage of the Securities Act of 1933, accountants and others have given much consideration to the nature and extent of the responsibility of the accountant in connection with security registrations under that Act and to the choice of language in such registrations designed to express or explain clearly the responsibili-ties of the accountant as an expert.
2. Section 11 of the Securities Act of 1933 provides possible li-ability for false or misleading registration statements on the part of: "every accountant, engineer, or appraiser, or any person whose pro-fession gives authority to a statement made by him, who has with his consent been named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration state-ment, report, or valuation, which purports to have been prepared or certified by him:" (Section 11 (a)(4))
3. However, this possible liability of the accountant may not exist when:
"as regards any part of the registration statement purporting to be made upon his authority as an expert or purporting to be a copy of or extract from a report or valuation of himself as an expert, (i) he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement be-
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