1. A partner, officer, director, branch manager of a broker or dealer, or any person performing similar functions or occupying a similar status, any person directly or indirectly controlling, controlled by, or under common control with the broker or dealer, or any employee of the broker or dealer — with two exceptions: (1) those whose functions are solely clerical or ministerial, and (2) those required to register under state law as a broker or dealer solely because they are issuers of securities or associated with an issuer of securities. 15 USCA § 78(a)(21), (49). [Cases: Securities Regulation 40.12. C.J.S. Securities Regulation §§ 157–158, 165.]
2. A natural person who is a partner, officer, director, or employee of: (1) the issuer; (2) a general partner of a limited partnership issuer; or (3) a company or partnership that controls, is controlled by, or is under common control with the issuer. Cf. AFFILIATE(2).
