O.C.G.A. § 10-5-76 — Public records; exceptions

(a) Except as otherwise provided in subsection (b) of this Code section, records obtained by the Commissioner or ﬁled under this 814 10-5-77 chapter, including a record contained in or ﬁled with a registration statement, application, notice ﬁling, or report, are public records and are available for public examination. (b) The following information and documents do not constitute public information under subsection (a) of this Code section and shall be conﬁdential: (1) Information or documents obtained by the Commissioner in connection with an investigation under Code Section 10-5-71; (2) Information or documents ﬁled with the Commissioner in connection with a registration statement or exemption ﬁling under this chapter which constitute trade secrets or commercial or ﬁnancial information of a person for which that person is entitled to and has asserted a claim of conﬁdentiality or privilege authorized by law; (3) Any document or record speciﬁcally designated as conﬁdential in accordance with this chapter; and (4) Any document, record, or information designated as conﬁdential by federal statute, rule, or regulation. History. Code 1981, § 10-5-76, enacted by Ga. L. 2008, p. 381, § 1/SB 358; Ga. L. 2011, p. 752, § 10/HB 142. 10-5-77. Intergovernmental cooperation, coordination, and consultation; sharing of records and information. (a) The Commissioner shall, in his or her discretion, cooperate, coordinate, consult, and, subject to Code Section 10-5-76, share records and information with the securities administrator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the United States Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self-regulatory organization, a national or international organization of securities administrators, a federal or state banking or insurance regulator, or a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments. (b) In cooperating, coordinating, consulting, and sharing records and information under this Code section and in acting by rule, order, or waiver under this chapter, the Commissioner shall, in his or her discretion, take into consideration in carrying out the public interest the following general policies: (1) Maximizing effectiveness of regulation for the protection of investors; 815 10-5-77 (2) Maximizing uniformity in federal and state regulatory standards; and (3) Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection. (c) The cooperation, coordination, consultation, and sharing of records and information authorized by this Code section includes: (1) Establishing or employing one or more designees as a central depository for registration and notice ﬁlings under this chapter and for records required or allowed to be maintained under this chapter; (2) Developing and maintaining uniform forms; (3) Conducting a joint examination or investigation; (4) Holding a joint administrative hearing; (5) Instituting and prosecuting a joint civil or administrative proceeding; (6) Sharing and exchanging personnel; (7) Coordinating registrations under Code Sections 10-5-20 and Code Section 10-5-30 through 10-5-33 and exemptions under Code Section 10-5-12; (8) Sharing and exchanging records, subject to Code Section 10-5-76; (9) Formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases; (10) Formulating common systems and procedures; (11) Notifying the public of proposed rules, forms, statements of policy, and guidelines; (12) Attending conferences and other meetings among securities administrators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and (13) Developing and maintaining a uniform exemption from registration for small issuers and taking other steps to reduce the burden of raising investment capital by small businesses. History. Code 1981, § 10-5-77, enacted by Ga. L. 2008, p. 381, § 1/SB 358. 816 10-5-79 10-5-78. Rules and orders issued under this chapter subject to judicial review. (a) A ﬁnal order issued by the Commissioner under this chapter is subject to judicial review in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.” (b) A rule adopted under this chapter is subject to judicial review in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.” History. Code 1981, § 10-5-78, enacted by Ga. L. 2008, p. 381, § 1/SB 358. 10-5-79. Applicability of chapter to certain offers to purchase or sell. (a) Code Sections 10-5-20 and 10-5-21, subsection (a) of Code Section 10-5-30, subsection (a) of Code Section 10-5-31, subsection (a) of Code Section 10-5-32, subsection (a) of Code Section 10-5-33, and Code Sections 10-5-42, 10-5-55, 10-5-58, and 10-5-59 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state or the offer to purchase or the purchase is made and accepted in this state. (b) Subsection (a) of Code Section 10-5-30, subsection (a) of Code Section 10-5-31, subsection (a) of Code Section 10-5-32, subsection (a) of Code Section 10-5-33, and Code Sections 10-5-42, 10-5-55, 10-5-58, and 10-5-59 do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this state or the offer to sell or the sale is made and accepted in this state. (c) For the purpose of this Code section, an offer to sell or to purchase a security is made in this state, whether or not either party is then present in this state, if the offer: (1) Originates from within this state; or (2) Is directed by the offeror to a place in this state and received at the place to which it is directed. (d) For the purpose of this Code section, an offer to purchase or to sell is accepted in this state, whether or not either party is then present in this state, if the acceptance: (1) Is communicated to the offeror in this state and the offeree reasonably believes the offeror to be present in this state and the acceptance is received at the place in this state to which it is directed; and 817 10-5-80 (2) Has not previously been communicated to the offeror, orally or in a record, outside this state. (e) An offer to sell or to purchase is not made in this state when a publisher circulates or there is circulated on the publisher’s behalf in this state a bona ﬁde newspaper or other publication of general, regular, and paid circulation that is not published in this state or that is published in this state but has had more than two-thirds of its circulation outside this state during the previous 12 months or when a radio or television program or other electronic communication originating outside this state is received in this state. A radio or television program or other electronic communication is considered as having originated in this state if either the broadcast studio or the originating source of transmission is located in this state, unless: (1) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state; (2) The program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this state for redistribution to the general public in this state; (3) The program or communication is an electronic communication that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television, or other electronic system; or (4) The program or communication consists of an electronic communication that originates in this state but is not intended for distribution to the general public in this state. (f) Subsection (a) of Code Section 10-5-32, subsection (a) of Code Section 10-5-33, subsection (a) of Code Section 10-5-34, and Code Sections 10-5-51, 10-5-54, and 10-5-55 apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state. History. Code 1981, § 10-5-79, enacted by Ga. L. 2008, p. 381, § 1/SB 358.