With no explanation, chose the best option from "A", "B", "C" or "D". Minn.Stat. ch. 80A is not preempted by federal law here. The parties’ positions represent two sides of an issue that has produced conflicting results in securities cases: must a defendant in an action alleging a sale of unregistered securities “prove preemption by proving exemption?” Grubka v. Web-Access Int’l, Inc., 445 F.Supp.2d 1259,1269 (D.Colo.2006). Minnesota’s federal district court recently concluded that “[w]hen an offering purports to be exempt under federal Regulation D, any allegation of improper registration is covered exclusively by federal law.” Pinnacle Commc’ns Int’l, Inc. v. Am. Family Mortgage Corp., 417 F.Supp.2d 1073, 1087 (D.Minn.2006); see also Lillard v. Stockton, 267 F.Supp.2d 1081, 1116 (N.D.Okla.2003); Temple v. Gorman, 201 F.Supp.2d 1238, 1244 (S.D.Fla.2002) (<HOLDING>). The conflicting line of authority requires

A: holding that morrison precludes securities claims brought by us investors who purchase securities on a foreign exchange even where those securities are also listed on a us exchange
B: holding that when a private placement of securities purported to be exempt under rule 506 rjegardless of whether the private placement actually complied with the substantive requirements of regulation d or rule 506 the securities sold to plaintiffs are federal covered securities because they were sold pursuant to those rules
C: holding that claims that debtor fraudulently induced claimants to retain debtors securities arise from the purchase or sale of those securities
D: holding that variable annuities are covered securities under slusa because they are securities and the subaccounts are registered with the sec under the investment company act
B.