1. (a) The act, omission, or failure of any official, agent, or other person acting for an individual, an association, a partnership, a limited liability company, a corporation, or a trust within the scope of the official's, agent's, or person's employment or office constitutes the act, omission, or failure of both:

   1. (1) the individual, association, partnership, limited liability company, corporation, or trust; and
   2. (2) the official, agent, or person.

2. (b) Except as provided in subsection (c), the following are jointly and severally liable for the violation of this chapter by a person and are liable to the same extent as the person:

   1. (1) Each person who directly or indirectly controls the person who committed the violation.
   2. (2) Each partner, officer, and director of the person who committed the violation.
   3. (3) Each person occupying a similar status or performing a similar function as a partner, officer, or director described in subdivision (2).

   4. (4) Each person who:

      1. (A) is an employee of the person who committed the violation; and
      2. (B) materially aids in the violation.

3. (c) A person is not liable under subsection (b) if the person proves that the person:

   1. (1) did not know; and

   2. (2) in exercise of reasonable care could not have known;

      of the existence of the facts on which the liability is alleged to exist.

As added by P.L.177-1991, SEC.10. Amended by P.L.8-1993, SEC.316.