O.C.G.A. § 10-5-51 (2019)
Fraud or deceit unlawful; adoption of rule
(a) It is unlawful for a person that advises others for compensation, either directly or indirectly, or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities: (1) To employ a device, scheme, or artifice to defraud another person; or (2) To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person. (b) A rule adopted under this chapter may define an act, practice, or
course of business of an investment adviser or an investment adviser representative, other than a supervised person of a federal covered investment adviser, as fraudulent, deceptive, or manipulative and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative. (c) A rule adopted under this chapter may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.
History
Code 1981, § 10-5-51, enacted by Ga. L. 2008, p. 381, § 1/SB 358.
Annotations
JUDICIAL DECISIONS 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 Ga. App. LEXIS 829 (2009). Failure to show fraud. - Guarantor of a bank loan could not show securities fraud by a bank based upon a consultant’s representations as to the proposed imminent purchase of another bank in which the guarantor’s company owned stock because the guarantor could not show either actionable misrepresentations or justifiable reliance regarding the consultant’s representations. Furthermore, the consultant was not associated with the bank which made the loan to the guarantor’s company. Griffin v. State Bank, 312 Ga. App. 87, 718 S.E.2d 35, 2011 Ga. App. LEXIS 899 (2011).
RESEARCH REFERENCES ALR. Heightened Pleading Requirements for Alleging Securities Fraud-Post-Iqbal/ Twombly - First Circuit Cases, 31 A.L.R. Fed. 3d 11. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly D.C. Circuit Cases, 37 A.L.R. Fed. 3d Art. 1.
Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Fourth Circuit Cases, 37 A.L.R. Fed. 3d Art. 2. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Sixth Circuit Cases, 37 A.L.R. Fed. 3d Art. 3. Effect of 8 U.S.C.A. § 1252(g) Upon
Jurisdiction to Hear Federal Tort Claims Act Claims of Noncitizen Wrongfully Removed in Violation of Court Order or Automatic Stay, 37 A.L.R. Fed. 3d Art. 4. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Tenth Circuit Cases, 37 A.L.R. Fed. 3d Art. 14. What Constitutes Insolvency in Bankruptcy Preference Statute, 11 U.S.C.A. § 547(b)(3), 40 A.L.R. Fed. 3d Art. 2. “Covered Person” Under the Consumer Financial Protection Act of 2010 (12 U.S.C.A. § 5481(6)(A)), 40 A.L.R. Fed. 3d Art. 3. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Second Circuit Cases, 40 A.L.R. Fed. 3d Art. 5. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Seventh Circuit Cases, 41 A.L.R. Fed. 3d Art. 3. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Eleventh Circuit Cases, 41 A.L.R. Fed. 3d Art. 4. Issues Arising Under Enumeration Clause, U.S. Const. Art. I, § 2, cl. 3, 41 A.L.R. Fed. 3d Art. 6. 2018 to 2019 A.L.R. United States Supreme Court Review, 42 A.L.R. Fed. 3d Art. 1. Actions Under Medicaid Federally
Qualified Health Center (FQHC) Reimbursement Statute, U.S.C.A. § 1396a(bb), 42 A.L.R. Fed. 3d Art. 4. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Third Circuit Cases, 42 A.L.R. Fed. 3d Art. 5. Application of National Environmental Policy Act (NEPA) Anti-segmentation Principle to Natural Gas, Oil, or Petroleum Products Pipeline Projects, 42 A.L.R. Fed. 3d Art. 6. Claims of Sentencing Factor Manipulation and Sentencing Entrapment Under Federal Sentencing Guidelines in Drug Prosecutions, 42 A.L.R. Fed. 3d Art. 7. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Ninth Circuit Cases, 43 A.L.R. Fed. 3d Art. 2. Housing Protections for Victims of Intimate Partner Violence Under Violence Against Women Act, 34 U.S.C.A. § 12491, 43 A.L.R. Fed. 3d Art. 4. Derivative Standing in Chapters 7, 11, and 13 Bankruptcy Proceedings, 43 A.L.R. Fed. 3d Art. 6. Suggestion of Immunity from Executive Branch for Foreign Sovereigns and Officials, 43 A.L.R. Fed. 3d Art. 7. Heightened Pleading Requirements for Alleging Securities Fraud - Post-Iqbal/ Twombly Fifth Circuit Cases, 46 A.L.R. Fed. 3d Art. 4.