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Series 63: Regulation of Securities & Issuers
Series 63 practice questionhardTricky—state enforcement powers

A junior banker at William Blair suspects a fraudulent omission in a Reg D (Rule 506) offering in State S. What is the BEST course of action for the State S Administrator?

  1. AInvestigate and, if appropriate, enforce state antifraud statutes.✓ Correct answer
  2. BRequire the issuer to re-file the offering for state registration.
  3. CImpose a ban on all future Rule 506 offerings by the issuer.
  4. DImpose additional disclosure requirements before further sales.
Explanation

Why AInvestigate and, if appropriate, enforce state antifraud statutes.

NSMIA preempts state registration/disclosure requirements for Rule 506 deals, but NOT state antifraud enforcement (USA 203A). Administrator can't require re-filing, ban all offerings, or add disclosure beyond federal rules.

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