This is a securities fraud action in which the trial court granted summary judgment in favor of three corporate officers of Verso Technologies, Inc., a now-defunct telecommunications company, on all of the claims brought against them by E. K. Greenwald in connection with his purchase of Verso stock and stock warrants in 2007. Greenwald appeals from the order granting summary judgment, contending that there are genuine issues of material fact over whether the defendants made actionable misrepresentations and omissions in connection with his purchase of the stock and stock warrants. For the reasons discussed below, the trial court did not err in granting summary judgment to the defendants on Greenwald’s claims pertaining to an alleged oral misrepresentation made about accounts payable and certain alleged omissions in the stock subscription materials. But the trial court erred in granting summary judgment to the defendants on Greenwald’s claims pertaining to alleged oral misrepresentations about a revenue forecast and about the future sale of one of Verso’s divisions. In light of this error, we vacate in part the trial court’s order granting summary judgment, and we remand for the trial court to determine two issues raised by the defendants but not ruled upon in the court below: whether Greenwald’s expert testimony regarding causation was admissible and, if so, whether it established a genuine issue of material fact on the issue of loss causation. On appeal from the grant of summary judgment, we view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmoving party. Matjoulis v. Integon Gen. Ins. Corp. , 226 Ga. App. 459 1 486 SE2d 684 1997. So viewed, the record shows that Verso Technologies, Inc., was a publicly traded telecommunications company that specialized in “providing next-generation network solutions to carriers, enterprises, governments and government related entities.” Verso had a history of operating losses and made efforts to raise additional capital through private stock subscriptions in the summer of 2007.
The Purchase Transaction. In August 2007, Greenwald purchased restricted stock and stock warrants in Verso through a private subscription for the price of $2,040,000 the “Purchase Transaction”. At the time of the Purchase Transaction, Steven A. Odom was Verso’s Chair and Chief Executive Officer, Mark Dunaway was its Chief Operating Officer, and Martin Kidder was its Chief Financial Officer.
