O.C.G.A.
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
Statute text
A 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.
History
(Code 1981, § 10-5-12, enacted by Ga. L. 2008, p. 381, § 1/SB 358.)
Annotations
Law reviews. - For annual survey of law on business associations, see 62 Mercer L. Rev. 41 (2010).
JUDICIAL DECISIONS
No merger with theft by conversion. - 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).
Subscription agreement's disclosure barred recovery. - 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).
Indirect reliance. - 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).
No reliance found. - 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 properly convicted for violating the Securities Act. - 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).
Notes of Decisions
Cited in
55
cases (
1 in the last 5 years), 1983–2022 · leading case:
Lavigne v. State, 683 S.E.2d 656 (Ga. Ct. App. 2009).
Lavigne v. State, 683 S.E.2d 656 (Ga. Ct. App. 2009).
· cites it 40× “A Clayton County jury convicted Richard Dale Lavigne of two counts 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,…”
Greenwald v. Odom, 723 S.E.2d 305 (Ga. Ct. App. 2012).
· cites it 14× “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 .”
Holmes v. Grubman, 568 F.3d 329 (2d Cir. 2009).
· cites it 3× “DISCUSSION Before this Court, plaintiffs contend that the District Court erred in (1) denying them leave to amend their complaint to include claims based on their purchases of WorldCom securities prior to June 25, 1999, and (2) in dismissing plaintiffs’ blue sky law claims for…”
Fernandez v. WebSingularity, Inc., 681 S.E.2d 717 (Ga. Ct. App. 2009).
· cites it 8× “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 .”
Branan v. State, 647 S.E.2d 606 (Ga. Ct. App. 2007).
· cites it 14× “” OCGA § 10-5-12 (a) (1) prohibits the sale of securities by a person who is not legally registered to do so.”
Friedlander v. Troutman, Sanders, Lockerman & Ashmore, 595 F. Supp. 1442 (N.D. Ga. 1984).
· cites it 14× “That section states that a buyer may sue either to recover the consideration paid or to obtain damages from any person who violates section 10-5-12(a), and imposes no requirement other than a purchase and payment of consideration or damage.”
Currie v. Cayman Resources Corp., 595 F. Supp. 1364 (N.D. Ga. 1984).
· cites it 8× “As the Diamond court observed, the language in Georgia’s blue sky law, O.C.G.A. § 10-5-12(2) (1982), provides a cause of action closely analogous to that provided by rule 10b-5, and neither the cause of action nor its limitations period is inconsistent with federal policy.”
Keogler v. Krasnoff, 601 S.E.2d 788 (Ga. Ct. App. 2004).
· cites it 10× “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 *254 element.”
Patel v. Patel, 761 F. Supp. 2d 1375 (N.D. Ga. 2011).
· cites it 12× “Counts I and II — Georgia 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…”
Pimper v. State Ex Rel. Simpson, 555 S.E.2d 459 (Ga. 2001).
· cites it 4× “Two days later, the State informed the trial court that it no longer made sense to maintain the receivership, as appellants' poor financial condition rendered the receivership estate of no use in compensating the victims of appellants' purported fraudulent investment scheme.”
Griffin v. State Bank of Cochran, 718 S.E.2d 35 (Ga. Ct. App. 2011).
· cites it 4× “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 .”
— 10-5-12(2) — 1 case
Currie v. Cayman Resources Corp., 595 F. Supp. 1364 (N.D. Ga. 1984).
“As the Diamond court observed, the language in Georgia’s blue sky law, O.C.G.A. § 10-5-12(2) (1982), provides a cause of action closely analogous to that provided by rule 10b-5, and neither the cause of action nor its limitations period is inconsistent with federal policy.”
— 10-5-12(a) — 9 cases
Friedlander v. Troutman, Sanders, Lockerman & Ashmore, 595 F. Supp. 1442 (N.D. Ga. 1984).
“That section states that a buyer may sue either to recover the consideration paid or to obtain damages from any person who violates section 10-5-12(a), and imposes no requirement other than a purchase and payment of consideration or damage.”
Patel v. Patel, 761 F. Supp. 2d 1375 (N.D. Ga. 2011).
“Counts I and II — Georgia 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…”
Currie v. Cayman Resources Corp., 595 F. Supp. 1364 (N.D. Ga. 1984).
“As the Diamond court observed, the language in Georgia’s blue sky law, O.C.G.A. § 10-5-12(2) (1982), provides a cause of action closely analogous to that provided by rule 10b-5, and neither the cause of action nor its limitations period is inconsistent with federal policy.”
— 10-5-12(a)(2) — 14 cases
Currie v. Cayman Resources Corp., 595 F. Supp. 1364 (N.D. Ga. 1984).
“As the Diamond court observed, the language in Georgia’s blue sky law, O.C.G.A. § 10-5-12(2) (1982), provides a cause of action closely analogous to that provided by rule 10b-5, and neither the cause of action nor its limitations period is inconsistent with federal policy.”
Patel v. Patel, 761 F. Supp. 2d 1375 (N.D. Ga. 2011).
“Counts I and II — Georgia 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…”
Friedlander v. Troutman, Sanders, Lockerman & Ashmore, 595 F. Supp. 1442 (N.D. Ga. 1984).
“That section states that a buyer may sue either to recover the consideration paid or to obtain damages from any person who violates section 10-5-12(a), and imposes no requirement other than a purchase and payment of consideration or damage.”
— 10-5-12(a)(2)(A) — 4 cases
— 10-5-12(a)(2)(B) — 2 cases
Patel v. Patel, 761 F. Supp. 2d 1375 (N.D. Ga. 2011).
“Counts I and II — Georgia 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…”
— 10-5-12(a)(l) — 1 case
— 10-5-12(d) — 3 cases
Friedlander v. Troutman, Sanders, Lockerman & Ashmore, 595 F. Supp. 1442 (N.D. Ga. 1984).
“That section states that a buyer may sue either to recover the consideration paid or to obtain damages from any person who violates section 10-5-12(a), and imposes no requirement other than a purchase and payment of consideration or damage.”
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