AMI 2705 Defense—Imputed Liability—Securities Fraud

As a defense, [defendant] contends and has the burden of proving that [he][she] did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist.

[If you find from the evidence in this case that [plaintiff] has proved each of the propositions essential to [his][her][its] claim and that [defendant] has failed to prove the contention supporting [his][her][its] defense, then your verdict should be for [plaintiff]; but if, on the other hand, you find from the evidence that any of the essential propositions has not been proved by [plaintiff] or that [defendant] has proved the proposition supporting [his][her][its] defense, then your verdict should be for [defendant].]