2025 Articles

Controlling the Controllers: Section 20(a) Control Person Liability and Promoting Gatekeeper Behavior Among Officers and Directors

Graves, Noah

Section 20(a) of the Securities Exchange Act of 1934 allows controlling persons to be held vicariously liable for breaches of the securities laws by parties whom they control. A circuit split has emerged between the Second and the Ninth Circuits concerning whether a plaintiff must show that a control person defendant was a culpable participant in the violative act. This Note argues in favor of the Ninth Circuit standard which holds that plaintiffs should not be required to plead that control person defendants were culpable participants. In doing so, this Note argues that broader exposure for control persons would encourage increased monitoring and gatekeeper behavior among officers and directors.