Such defendant, however, may then assert the so-called “good faith” affirmative defense to “controlling person” liability

Binder v. Gordian Sec., Inc., 742 F. Supp. 663, 1990 U.S. Dist. LEXIS 8915 (N.D. Ga. 1990) (decided under former O.C.G.A. § 10-5-14). Controlling officer estopped from asserting lack of responsibility. — In action seeking to impose liability under former subsection (c) of this section upon controlling officer of corporation, when there was evidence from which inference is authorized that sums from transaction were deposited in accounts controlled by such officer, the officer’s failure to offer to return these amounts, if the jury believed the officer had in fact received them, estops the officer from asserting any lack of responsibility for the transaction. DeBoard v. Schulhofer, 156 Ga. App. 158, 273 S.E.2d 907, 1980 Ga. App. LEXIS 2923 (1980) (decided under former Code 1933, § 97-114). Assumption of risks inferred from affirmation of unauthorized act. — Under former subsection (c) of this section, when one becomes aware of facts sufficient to put one on notice of an unauthorized act and affirms the act without further investigation, there may be an inference of willingness to assume concomitant risks. DeBoard v. Schulhofer, 156 Ga. App. 158, 273 S.E.2d 907, 1980 Ga. App. LEXIS 2923 (1980) (decided under former Code 1933, § 97-114). Purchaser who was given power of attorney to record the transfer of stock on the books of the corporation at the time of the sale was not thereby rendered jointly and severally liable for the sale of unregistered securities. Bell v. Sasser, 238 Ga. App. 843, 520 S.E.2d 287, 1999 Ga. App. LEXIS 966 (1999) (decided under former O.C.G.A. § 10-5-14). Statute of Limitations Common-law fraud. — Common-law fraud claim, governed by four-year statute of limitations, was not reduced to the two-year period applicable to violations of securities laws simply because the alleged fraud involved the sale of stock. Stricker v. Epstein, 213 Ga. App. 226, 444 S.E.2d 91, 1994 Ga. App. LEXIS 524 (1994), cert. denied, No. S94C1353, 1994 Ga. LEXIS 927 (Ga. Sept. 8, 1994) (decided under former O.C.G.A. § 10-5-14). Federal equitable tolling principles inapplicable. — As a claim under former O.C.G.A. § 10-5-12 could not be characterized as a federally created remedy, federal equitable tolling principles did not apply, and such a claim, brought over two years after the purchase of stock, was time-barred. Wilkinson v. Paine, Webber, Jackson & Curtis, Inc., 585 F. Supp. 23, 1983 U.S. Dist. LEXIS 18251 (N.D. Ga. 1983) (decided under former O.C.G.A. § 10-5-14). Action for gross negligence. — Cause of action for gross negligence in failing to discover and communicate the true facts and circumstances surrounding a corporation could arise solely by virtue of the securities laws as the laws exist at the time of the sales involved. No action to recover the purchase price of a security in violation of the securities law can be brought after two years from the date of such sale or contract for sale. Dehler v. Setliff, 143 Ga. App. 430, 238 S.E.2d 723, T.10, C.5, A.5 1977 Ga. App. LEXIS 2349 (1977) (considering sales made before April 1, 1974, but noting two-year limitation appears in both Ga. L. 1957, p. 134, § 13(a), and subsection (c) of former Code 1933, § 97-114; decided under former Code 1933, § 97-114). Section 10(b) and Rule 10(b)(5) claims. — Applicable statute of limitations to be applied with respect to claims brought pursuant to § 10(b) of the Securities and Exchange Act of 1934 and SEC Rule 10(b)(5) is the two-year limitations period found in former O.C.G.A. § 10-5-14. Pidcock v. Sunnyland Am., Inc., 682 F. Supp. 1563, 1987 U.S. Dist. LEXIS 10703 (S.D. Ga. 1987), rev’d, 854 F.2d 443, 1988 U.S. App. LEXIS 12138 (11th Cir. 1988) (decided under former O.C.G.A. § 10-5-14). For purposes of a suit brought pursuant to § 10(b) of the federal Securities Exchange Act and Rule 10b-5 promulgated thereunder, against the actual sellers of the securities in question, Georgia’s twoyear statute of limitations applies. Currie v. Cayman Resources Corp., 595 F. Supp. 1364, 1984 U.S. Dist. LEXIS 23274 (N.D. Ga. 1984), aff’d in part and rev’d in part, 835 F.2d 780, 1988 U.S. App. LEXIS 217 (11th Cir. 1988) (decided under former O.C.G.A. § 10-5-14). Federal action for securities fraud. — Two-year limitation period in this section, rather than the four-year limitation period pertinent to common-law fraud actions (see now O.C.G.A. §§ 9-3-31 and 51-6-1 et seq.), is applicable to federal security cases, as the state security law more nearly effectuates the goals of the federal securities laws. Osterneck v. E.T. Barwick Indus., Inc., 79 F.R.D. 47, 1978 U.S. Dist. LEXIS 17822 (N.D. Ga. 1978) (plaintiffs allegedly induced to trade stock by misrepresentations in financial statements; decided under former Code 1933, § 97-114). Federal churning claims. — Two-year state limitation applies to federal churning claims asserted under § 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 of the Securities and Exchange Commission. Miller v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 572 Statute of Limitations (Cont’d) F. Supp. 1180, 1983 U.S. Dist. LEXIS 13018 (N.D. Ga. 1983) (decided under former O.C.G.A. § 10-5-14). When limitations period begins to run. — Two-year period under former O.C.G.A. § 10-5-14 begins to run at the moment plaintiff actually discovered, or in the exercise of reasonable diligence should have discovered the alleged federal securities law violation. Pidcock v. Sunnyland Am., Inc., 682 F. Supp. 1563, 1987 U.S. Dist. LEXIS 10703 (S.D. Ga. 1987), rev’d, 854 F.2d 443, 1988 U.S. App. LEXIS 12138 (11th Cir. 1988) (decided under former O.C.G.A. § 10-5-14). Federal law determines when period begins to run. — When a state limitation period is applied in an action for violating federal securities law, federal law determines when the limitation period begins to run. Osterneck v. E.T. Barwick Indus., Inc., 79 F.R.D. 47, 1978 U.S. Dist. LEXIS 17822 (N.D. Ga. 1978) (decided under former Ga. L. 1957, p. 134, as amended). Statute of limitations in an action under § 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 is taken from the state law remedy which bears the closest resemblance since the federal securities laws do not establish a specific time period in which an action must be filed, but the time at which the action accrues and the statute begins to run is a question of federal law. Kennedy v. Tallant, 710 F.2d 711, 1983 U.S. App. LEXIS 25431 (11th Cir. 1983) (decided under former O.C.G.A. § 10-5-14). Tolling of limitations by fraudulent concealment. — Statements made to investors to the effect that counsel were working to recover misappropriated assets, which would be used to repay the investors, were essentially opinions that did not support fraudulent concealment so as to toll the two-year limitation of subsection (d). Barton v. Peterson, 733 F. Supp. 1482, 1990 U.S. Dist. LEXIS 3727 (N.D. Ga. 1990) (decided under former O.C.G.A. § 10-5-14). Tolling of limitations in federal action for securities fraud. — Former O.C.G.A. § 10-5-14 applied in an action brought under § 10(b) of the federal Securities and Exchange Act of 1934. Though the statute of limitations is borrowed from state law, tolling is governed by federal law. Leonard v. Stuart-James Co., 742 F. Supp. 653, 1990 U.S. Dist. LEXIS 8497 (N.D. Ga. 1990) (decided under former O.C.G.A. § 10-5-14).