; or (iii) a security of the same issuer that is equal in seniority, or that is a senior security, to a security described in clause (i) or (ii); and (B) issued by a company that is engaged in interstate commerce. (2) Securities fraud The term securities fraud means any misrepresentation, omission, or manipulative or deceptive conduct knowingly or unknowingly made or engaged in in connection with a covered security or transaction of a covered security. (b) Preemption No law, rule, regulation, judgment, agreement, order, or other action of any State, or political subdivision of a State, may regulate securities fraud with respect to an issuer. (c) Original jurisdiction for Federal courts The district courts of the United States shall have original jurisdiction over any civil action alleging securities fraud with respect to an issuer and any such action brought in any State court may be removed to the Federal district court for the district in which the action is pending. (d) Preservation of State authority Consistent with this section, the securities commission (or agency or office performing like functions) of any State shall retain jurisdiction under the laws of that State to investigate and bring— (1) a civil enforcement action with respect to fraud, deceit, or unlawful conduct in connection with securities or securities transactions other than in connection with a covered security or transactions of a covered security; and (2) a criminal enforcement action with respect to fraud, deceit, or unlawful conduct in connection with a covered security or transactions of a covered security if that enforcement action complies in all respects with the legal requirements for securities fraud under Federal law. (e) Effect This section shall be effective notwithstanding any other provision of law and shall supersede any previously enacted conflicting provision. .