Series 79 practice questioneasyFollow-On Offerings
Which of the following types of follow-on offerings is most likely to preempt state Blue Sky registration requirements?
- AAn offering by a non-reporting company on Form S-1
- BA Regulation D private placement
- CA non-listed company’s best efforts offering
- DA shelf offering registered with the SEC for a listed company✓ Correct answer
Explanation
Why D — A shelf offering registered with the SEC for a listed company
Offerings by listed companies typically preempt state Blue Sky registration under the National Securities Markets Improvement Act (NSMIA). Many confuse this with private placements or S-1 registrations, which are not preempted.
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