Longhaul Trucking,Inc. ,files a suit against Midge,an accountant,under the antifraud provisions of the Securities Exchange Act of 1934 and Rule 10b-5 of the Securities and Exchange Commission.To succeed in recovering damages,Longhaul must show that Midge

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In order to recover damages under the antifraud provisions of the Securities Exchange Act of 1934 and Rule 10b-5, Longhaul must show that Midge acted with scienter, which means that she knowingly or recklessly made a false statement or omitted a material fact in connection with the purchase or sale of a security. Buying or selling a security is not relevant to this particular claim, and Midge's competence or knowledge about securities is also not the issue.