The seller or offeror of a security — which may include its owner, a broker, a brokerage firm, an investor in a company, a lawyer, an accountant, an insider, a manager, an employee, or anyone else materially involved in the sale — may be liable for failing to make full and complete disclosure to investors of all material facts and risks related to the transactions involved. THis includes not only as to the stock or instrument itself, but also as to the risks involved — for example, the likelihood of successfully drilling an oil well, or the costs of completing the well. Material misrepresentations and omissions can include omissions or overly positive statements as to risks, rewards, profits, losses, values, sales, lawsuits, company problems, debts, assets, the company’s market, its strengths and weaknesses, or any other material (i.e., important) fact associated with that particular investment opportunity. For example, if a manager of a company has been previously charged with securities fraud, that’s a material fact. If he missed his last wedding anniversary, it may be material to his wife, but it’s probably not to an investor.
