§ 51-23-08 — Liability of principals, controlling persons, and others

1. The act, omission, or failure of any official, agent, or other person acting for any
individual, association, partnership, corporation, limited liability company, or trust within
the scope of the person's employment or office must be deemed the act, omission, or
failure of such individual, association, partnership, corporation, limited liability
company, or trust, as well as of such official, agent, or other person.
2. Every person who directly or indirectly controls another person liable under any
provision of this chapter, every partner, officer, or director of such other person, every
person occupying a similar status or performing similar functions, and every employee
of such other person who materially aids in the violation is also liable jointly and
severally with and to the same extent as such other person, unless the person who is
also liable by virtue of this provision sustains the burden of proof that the person did
not know, and in the exercise of reasonable care could not have known, of the
existence of the facts by reason of which the liability is alleged to exist.