Legal Question in Business Law in California

With what you have mentioned here, no, you will not become liable in the suit. Board members and officers are usually the only persons liable for the lawsuit

Wheeler's advice is simply wrong. First off, directors and officers are no more liable for a lawsuit than shareholders or employees. Second, he is wrong for answering your question without a lot more information. Since you say "stockholder" I presume that means shareholder in a corporation. If you are talking about other business forms you would say member for an owner of an LLC, or partner for a general or limited partnership. Generally the key feature of a corporation is that none of its officers, directors, employees or shareholders are liable for the liabilities of the corporation, unless they would be personally liable even if the corporation had no liability, or they voluntarily take on liability such as by giving a personal guarantee of a loan to the corporation. There are, however, exceptions to the protections of the "corporate veil." Without knowing anything about the lawsuit, and what interest you would be acquiring in the company under what terms, it was inappropriate for Mr. Wheeler to tell you that you would not face liability. It would not be the norm for you to acquire liability exposure by buying shares in a corporation, beyond losing your investment, but I cannot assure you that it would not happen in your specific case without knowing a lot more.