other, not with both. As recited above, other courts have uniformly held that the burden of proof as to the good faith defense is on the controlling person. Were it otherwise, good faith would not be a defense; its absence would be an element of a § 20(a) cause of action. Since it is not an element of § 20(a), Anderson and Strudwick’s argument is untenable. This conclusion is supported by the case law. In Lorenz v. Watson, supra, one of the leading cases on § 20(a) liability, “the defendants point[ed] to the absence in the complaint of any allegation that the defendants induced the activity complained of....” Id. at 732. The court rejected this contention, holding that it was “for the defendants to prove that they acted in good faith.” Id. See SEC v. First Securities Co., supra, at 987 (<HOLDING>). See generally 1974 Duke L.J., supra, at
recognizing that the sixth circuit has folded the absence of bad faith in under the inadvertence prong made the determination of whether there was evidence of a motive or intention to conceal the potential claim critical to a finding of bad faith and has held that in a particular case numerous attempts by the plaintiffs to cure an initial omission provided evidence that the omission was inadvertent not intentional holding that the district court should consider the totality of the circumstances in determining whether the patentee acted in subjective bad faith and should consider whether circumstantial evidence would support an inference of bad faith holding the bad faith rationale inapplicable given that the defendants acted in good faith in appealing the case and in raising defenses to the plaintiffs claims holding that a bad faith claim is a tort holding that the district judge gravely misapprehended the operation of section 20a in rejecting the claim on the ground that plaintiffs had not produced sufficient evidence of controlling persons bad faith