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Call Now: 904-383-7448A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule adopted under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of Article 3 of this chapter and Code Section 10-5-53; and an order issued under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under Code Sections 10-5-10 and 10-5-11.
(Code 1981, §10-5-12, enacted by Ga. L. 2008, p. 381, § 1/SB 358.)
- For annual survey of law on business associations, see 62 Mercer L. Rev. 41 (2010).
- Trial court did not err in failing to merge the theft by conversion counts under O.C.G.A. § 16-8-3, and the securities violation counts under O.C.G.A. § 10-5-12 filed against the defendant because the state had to prove separate facts to find defendant guilty of the theft by conversion offenses and the violations of the Georgia Securities Act, O.C.G.A. § 10-5-1 et seq. Furthermore, the securities violation counts were complete before the theft conversion occurred. Lavigne v. State, 299 Ga. App. 712, 683 S.E.2d 656 (2009).
- Summary judgment for corporation, the corporation's chief executive officer (CEO), and the corporation's chief financial officer on an investor's claims pursuant to the Securities Act was proper; although the investor claimed that the investor had been misled by the CEO's promise that the investor would receive one-third of the corporation's stock in return for the investment, it was undisputed that a subscription agreement which the investor admittedly received and executed did not provide for the interest the investor claimed the investor was orally promised by the CEO, but rather, stated that the investor was receiving, at most, 8.16 percent of the outstanding common stock. Given that the subscription agreement so starkly contradicted the CEO's alleged promise, the investor knew that the latter was untrue, and the investor was not entitled to recover for the alleged violation of the Securities Act. Fernandez v. WebSingularity, Inc., 299 Ga. App. 11, 681 S.E.2d 717 (2009).
- When plaintiff outside investors relied on statements of plaintiff inside investor, not the financials prepared by the defendant, the former chief financial officer (CFO) of plaintiff company, such "indirect reliance" precluded the outside investors' claims of fraud and securities fraud under Georgia law against the CFO. TSG Water Res., Inc. v. D'Alba & Donovan Certified Pub. Accountants, P.C., F.3d (11th Cir. Dec. 20, 2007)(Unpublished).
- Because plaintiff limited liability company (LLC1), who sold its interest in another limited liability company (LLC2) to buyers (the other members of LLC2), could not have managed LLC2 or replaced the buyers if it had bought out the buyers under a put and call, LLC1 would have sold its interest even if it had known of defendant financier's involvement with the buyers; LLC1's claims under 15 U.S.C. § 78j(b) and O.C.G.A. § 10-5-12 against the financier failed. Ledford v. Peeples, 657 F.3d 1222 (11th Cir. 2011).
- Defendant was properly convicted of violating the Georgia Securities Act of 1973 because the evidence authorized the jury to find that all three prongs of the test used to determine whether a particular scheme was an investment contract under the Securities Act, O.C.G.A. § 10-5-2(a)(26), were satisfied; the victims parted with the victims' money in anticipation of investment gains, there was a common enterprise because the victims' funds were pooled to reach the minimum amounts for participation set by the defendant, and the expectation of profits rested solely on the efforts of others. Hicks v. State, 315 Ga. App. 779, 728 S.E.2d 294 (2012).
Cited in Ledford v. Peeples, 568 F.3d 1258 (11th Cir. 2009).
Total Results: 20
Court: Ga. Ct. App. | Date Filed: 2012-11-30T00:00:00-08:00
Citation: 319 Ga. App. 101, 734 S.E.2d 883, 2012 Fulton County D. Rep. 3996
Snippet: 2003, March 11, 2003, and May 22, 2002. For example, in order to prove Count 2, the State needed to show that Constantino omitted to state a material fact that stock in Caye International Bank was not transferable, in violation of then OCGA §§ 10-5-12 (2003) and 10-5-24 (2003).
Court: Ga. Ct. App. | Date Filed: 2012-05-03T00:00:00-07:00
Citation: 315 Ga. App. 779, 728 S.E.2d 294, 2012 Fulton County D. Rep. 1629
Snippet: (1) [t]hey are subject to an effective registration statement under [the Securities Act]; (2) [t]he security or transaction is exempt under [OCGA §] 10-5-8 or [OCGA §] 10-5-9, respectively; or (3) [t]he security is a federal covered security.”); 10-5-12 (a) (1) (2000) (“It shall be unlawful for any person: . . . [t]o offer to sell or to sell any security in violation of. . . [OCGA§] 10-5-5[.]”). OCGA §§ 10-5-3 (a) (2000) (“No dealer, limited dealer, salesperson, or limited salesperson, as defined
Court: Ga. Ct. App. | Date Filed: 2012-02-09T00:00:00-08:00
Citation: 723 S.E.2d 305, 314 Ga. App. 46, 2012 Fulton County D. Rep. 476
Snippet: genuine issue of material fact exists, we "must view all evidence and inferences to be drawn from the evidence in the light most favorable to the nonmoving party, and all reasonable doubts must be resolved in the nonmoving party's favor." Id. OCGA § 10-5-12(a)(2) of the former Georgia Securities Act of 1974 provides in relevant part: It shall be unlawful for any person ... [i]n connection with an offer to sell, sale, offer to purchase, or purchase of any security, directly or indirectly: (A) To employ
Court: Ga. Ct. App. | Date Filed: 2011-10-17T00:00:00-07:00
Citation: 718 S.E.2d 35, 312 Ga. App. 87
Snippet: judgment was properly granted in favor of FLB as to Griffin's securities fraud claim. Griffin's counterclaim alleged that FLB's actions in the loan transaction violated the provisions of the former Georgia Securities Act of 1973.[3] She cited to OCGA § 10-5-12(a)(2) of the former Act, which provided as follows: It shall be unlawful for any person ... (i)n connection with an offer to sell, sale, offer to purchase, or purchase of any security, directly or indirectly: (A) To employ a device, scheme, or artifice
Court: N.D. Ga. | Date Filed: 2011-01-14T00:00:00-08:00
Citation: 761 F. Supp. 2d 1375, 2011 U.S. Dist. LEXIS 7081, 2011 WL 198418
Snippet: Analysis A. Counts I and IIGeorgia Securities Act Violations The defendants contend that the plaintiffs' purported "non-fraud" claims, Counts I and II of the amended complaint, fail because scienter is an essential element of claims under O.C.G.A. §§ 10-5-12(a) and 10-5-14(a). Counts I and II of the amended complaint state that the plaintiffs "expressly exclude and disclaim any allegation sounding in fraud, or intentional, knowing, or reckless conduct" [Doc. No. 23, ¶¶ 90 and 96]. In response, the plaintiffs
Court: Ga. Ct. App. | Date Filed: 2009-08-17T00:00:00-07:00
Citation: 683 S.E.2d 656, 299 Ga. App. 712, 2009 Fulton County D. Rep. 2901
Snippet: of theft by deception (OCGA § 16-8-3), two counts of theft by conversion (OCGA § 16-8-4), and four counts of violating the Georgia Securities Act of 1973 (OCGA § 10-5-12). Lavigne filed a motion for new trial, which the trial court denied. Lavigne now appeals, arguing that the trial court erred in (i) not charging the jury on OCGA § 10-5-12(d)(5); and (ii) failing to merge the theft by conversion counts and the securities violations counts. Finding that the theft by conversion counts did not merge
Court: Ga. Ct. App. | Date Filed: 2009-07-13T00:00:00-07:00
Citation: 681 S.E.2d 717, 299 Ga. App. 11, 2009 Fulton County D. Rep. 2503
Snippet: determining that Fernandez was not entitled to any recover under his theory of rescission. 5. Fernandez contends that the trial court erred in ruling against him on his claim for a violation of the Georgia Securities Act, specifically citing OCGA § 10-5-12(a)(2): It shall be unlawful for any person ... [i]n connection with an offer to sell, sale, offer to purchase, or purchase of any security, directly or indirectly: (A) To employ a device, scheme, or artifice to defraud; (B) To make an untrue statement
Court: Ga. Ct. App. | Date Filed: 2008-03-05T00:00:00-08:00
Citation: 660 S.E.2d 383, 290 Ga. App. 616, 2008 Fulton County D. Rep. 842
Snippet: untrue statement of material fact in connection with an offer for the sale of securities and five counts of omission of a material fact in connection with such an offer to sell in violation of the Georgia Securities Act of 1973 (the "Act"), OCGA § 10-5-12(a)(1) and (2)(B), respectively. Haupt appeals, challenging the sufficiency of the indictment to allege securities fraud and the Act's applicability to the "investment contracts" at issue, the trial court's charge to the jury, the jurisdiction of the
Court: Ga. Ct. App. | Date Filed: 2007-07-05T00:00:00-07:00
Citation: 649 S.E.2d 344, 286 Ga. App. 322, 2007 Fulton County D. Rep. 2179
Snippet: Ga. App. 152(1), 547 S.E.2d 347 (2001). [21] See Kicklighter, supra. [22] See id. [23] See H.D. McCondichie, supra; Kicklighter, supra. [24] 236 Ga.App. 262, 511 S.E.2d 520 (1999). [25] See id. at 263, 511 S.E.2d 520; see also OCGA §§ 10-5-5; 10-5-12. [26] See Carter, supra at 264, 511 S.E.2d 520. [27] See id.
Court: Ga. Ct. App. | Date Filed: 2007-06-06T00:00:00-07:00
Citation: 647 S.E.2d 606, 285 Ga. App. 717, 2007 Fulton County D. Rep. 1870
Snippet: is taken." OCGA § 10-5-12(a)(1) prohibits the sale of securities by a person who is not legally registered to do so. The statute also makes it unlawful to sell unregistered securities.[11] Thus, based upon the plain language of the statutes, we conclude that violation of OCGA § 10-5-12(a)(1) and theft by taking are separate offenses as a matter of law.[12] Branan also alleges that his theft by taking convictions legally merge with his convictions for violation of OCGA § 10-5-12(a)(2)(C), which deems
Court: Ga. Ct. App. | Date Filed: 2004-07-01T00:00:00-07:00
Citation: 601 S.E.2d 788, 268 Ga. App. 250
Snippet: were erroneous because they charged actual fraud, rather than securities fraud, by inserting the element of scienter. Because scienter is an element of securities fraud, we disagree. Appellants maintain that the securities fraud statutes, OCGA §§ 10-5-12(a)(2)[4] and 10-5-14(a),[5] do not include "scienter" as an element. However, the charge to which they object was taken virtually verbatim from GCA Strategic Investment Fund v. Joseph Charles & Assoc.[6] In that case, a purchaser who bought 2,000
Court: S.D. Ga. | Date Filed: 2003-09-30T00:00:00-07:00
Citation: 285 F. Supp. 2d 1331, 2003 WL 25689968, 2003 U.S. Dist. LEXIS 17286
Snippet: 2001. The complaint alleges violations of various federal and state laws in ten counts: (1) Count I: Violation of 15 U.S.C. § 78j(b) and SEC Rule 10b-5; (2) Count II: Violation of State Securities Law (the Georgia Securities Act of 1973 & O.C.G.A. § 10-5-12(a)(2)); (3) Count III: Violation of the Georgia RICO Statute (O.C.G.A. § 16-14-4); (4) Count IV: Common Law Fraud; (5) Count V: Negligent Misrepresentation (Common Law); (6) Count VI: Breach of Fiduciary Duties; (7) Count VII: Rescission; (8) Count
Court: Ga. Ct. App. | Date Filed: 2003-06-19T00:00:00-07:00
Citation: 584 S.E.2d 57, 261 Ga. App. 784, 2003 Ga. App. LEXIS 768
Snippet: thing is void." McCondichie admits that he knew that Groover was going to buy stock in his own name with McCondichie's money in order to obtain the employee price, to which he was not entitled. Section 12(a) of the Georgia Securities Act, OCGA § 10-5-12(a) states that: (a) It shall be unlawful for any person:... (2) In connection with an offer to sell, sale, offer to purchase, or purchase of any security, directly or indirectly: (A) To employ a device, scheme, or artifice to defraud; (B) To make
Court: Ga. Ct. App. | Date Filed: 2003-03-19T00:00:00-08:00
Citation: 579 S.E.2d 817, 260 Ga. App. 379, 2003 Fulton County D. Rep. 1082
Snippet: Securities Fraud (Counts 5-18). Rasch contends that the state failed to prove that he made any false representations to any of the victims in this case, and thus the state failed to prove "a device, scheme, or artifice to defraud" as required by OCGA § 10-5-12(a)(2). That section provides that it is unlawful for any person: (2) In connection with an offer to sell, sale, offer to purchase, or purchase of any security, directly or indirectly: (A) To employ a device, scheme, or artifice to defraud; (B) To
Court: N.D. Ga. | Date Filed: 2002-07-17T00:00:00-07:00
Citation: 210 F. Supp. 2d 1331
Snippet: and MM & M's motion is granted. (E) GEORGIA BLUE SKY LAW Given that Infocure and MM & M are each headquartered in Georgia, and that substantial portions of the transactions at issue transpired there, the Georgia Investor Protection Act, O.C.G.A § 10-5-12(a)(2), is applicable to these transactions. The Georgia Act is similar to Rule 10b-5, and requires the same elements of proof. Pelletier v. Zweifel, 921 F.2d 1465, 1511 (11th Cir.1991) (citing Kirk v. First Nat'l Bank, 439 F.Supp. 1141, 1147-48 (M
Court: N.D. Ga. | Date Filed: 2002-07-17T00:00:00-07:00
Citation: 210 F. Supp. 2d 1331, 2002 U.S. Dist. LEXIS 13938
Snippet: and MM & M’s motion is granted. (E) GEORGIA BLUE SKY LAW Given that Infocure and MM & M are each headquartered in Georgia, and that substantial portions of the transactions at issue transpired there, the Georgia Investor Protection Act, O.C.G.A § 10-5-12(a)(2), is applicable to these transactions. The Georgia Act is similar to Rule 10b-5, and requires the same elements of proof. Pelletier v. Zweifel, 921 F.2d 1465, 1511 (11th Cir.1991) (citing Kirk v. First Nat’l Bank, 439 F.Supp. 1141, 1147-48 (M
Court: Ga. Ct. App. | Date Filed: 2002-02-13T00:00:00-08:00
Citation: 560 S.E.2d 305, 253 Ga. App. 710, 2002 Fulton County D. Rep. 559
Snippet: twenty-two predicate acts: seven acts of theft by taking (nos. 4, 8, 12, 13, 17, 18, and 22), five violations of OCGA § 10-5-5(a)(1) (nos. 1, 5, 9, 14, and 19), five violations of OCGA § 10-5-3 (nos. 2, 6, 10, 15, and 20), and five violations of OCGA § 10-5-12(a)(2) (nos. 3, 7, 11, 16, and 21). We note that a RICO conviction requires proof that a defendant has committed two or more offenses of the kind included in the RICO statute; it does not require the state to prove all of the alleged predicate offenses
Court: Ga. | Date Filed: 2001-11-19T00:00:00-08:00
Citation: 555 S.E.2d 459, 274 Ga. 624, 2001 Fulton County D. Rep. 3476
Snippet: estate of no use in compensating the victims of appellants' purported fraudulent investment scheme. Three days later, on February 26, the State moved to dismiss its RICO action. [6] See 11 USC §§ 101(1)(A), 543(a). [7] OCGA § 16-8-3. [8] OCGA § 10-5-12. [9] OCGA § 16-10-71. [10] OCGA § 16-10-20. [11] 11 USC § 362; Straton v. New, 283 U.S. 318, 320-321, 51 S.Ct. 465, 75 L.Ed. 1060 (1931). [12] Id.; 11 USC § 362. [13] Black's Law Dictionary, p. 909 (5th ed.1979); see Brown v. Spann, 271 Ga. 495
Court: Ga. Ct. App. | Date Filed: 2001-03-15T00:00:00-08:00
Citation: 548 S.E.2d 396, 248 Ga. App. 632, 2001 Fulton County D. Rep. 1134
Snippet: combination between two or more persons to do some unlawful act which is a tort...."[17] The record does not support a conspiracy among the defendants to commit an unlawful act. 2. Bogle claims the defendants committed securities fraud under OCGA § 10-5-12(a)(2). But we have found no evidence of fraud in the stock purchase transaction, and Bogle does not present an argument for the existence of securities fraud separate from the transaction considered in Division 1.[18] We find the trial court did not
Court: Ga. Ct. App. | Date Filed: 2000-07-18T00:00:00-07:00
Citation: 537 S.E.2d 677, 245 Ga. App. 460, 2000 Fulton County D. Rep. 3294
Snippet: plaintiff; (4) that the plaintiff [justifiably] relied on such representations; [and] (5) that the plaintiff sustained the alleged loss and damage as the proximate result of their having been made.[15] To evaluate a claim of securities fraud under OCGA § 10-5-12(a), we look to the similar elements a plaintiff must allege under section 10(b) of the Securities Act of 1934:[16] "1) a misstatement or omission, 2) of a material fact, 3) made with scienter, 4) on which plaintiff relied, 5) that proximately caused