LaserVision Technologies, Inc. developed a camera system to create souvenirs for fans at sporting events, and then formed SurroundVision Advanced Imaging LLC (SAIL) to finance the marketing of the technology. Adrian Gluck was LaserVision’s president and also served as CEO, president, and a director of SAIL. Donald Williams, a LaserVision director, served as a manager of SAIL, and Raymond Kelly had no connection to SAIL except through his role as a LaserVision outside director. In October 1997, Richmond Dellastatious purchased $261,000 in SAIL stock, relying at least in part on an offering memorandum provided by SAIL. SAIL ceased operations in 1998, and its shares are now worthless. Dellastatious and another investor sued SAIL, certain SAIL officers, LaserVision, and two of LaserVision’s outside directors—Williams and Kelly. The plaintiffs alleged that the offering memorandum (1) materially misrepresented the closeness of the relationship between SAIL— essentially a shell corporation—and LaserVision and (2) grossly overstated SAIL’s projected revenues and misrepresented the nature of its assets. The plaintiffs further alleged that Williams and Kelly were liable as “control persons” under Section 20 of the 1934 Act. The trial court granted Kelly and Williams’s summary judgment motion, concluding that neither was a control person of any liable party and that both lacked the requisite culpability for controlling-person liability. What facts do the plaintiffs have to prove to hold Williams and Kelly liable? [Dellastatious v. Williams, 242 F.3d 191 (4th Cir. 2001).]