Managers and Directors Managers and Directors who are at least 10% of a class of equity securities registered under Section 12 of the Exchange Act, as determined by voting or investment control over the securities pursuant to Rule 16a-1(a)(l) (“ten percent holder”) (Form 3 Initial Statement of Beneficial Ownership of Securities, 2003). They are responsible for their filings at least 10 days after an event or change in status of their company. “Persons reporting pursuant to Section 16(a) of the Exchange Act shall include information as to their beneficial ownership of any class of equity securities of the issuer, even though one or more of such classes may not be registered pursuant to Section 12 of the Act” (Form 3 Initial Statement of Beneficial Ownership of Securities, 2003). “Other material items concerning management that should be disclosed include (1) all forms of remuneration (including stock options and warrants) to which management is entitled; (2) the type and amount of securities of the company currently held by management which also should be expressed as a total percentage of ownership of the company and (3) transactions between the company and management (The Role of Disclosure in a Securities Offering, 2010). Managers and Directors bear the most responsibility when it comes to ensuring quality, fairness and accuracy for securities offerings. They are responsible for the company and its offerings.
Investment Bankers Investment bankers are gatekeepers for corporate control transactions, investment bankers should be liable as delegates of the board, having the same fiduciary duties of care, candor, and loyalty that directors have, as well as a duty of skill (Fiflis, 1992). Investment bankers have to be aware that they can be held liable for the actions that they take when they are advising their clients over to sell or to purchase stocks. In many