SEC Proposes Changes To Further Ease Pre-Offering Communication By WKSIs

The Securities and Exchange Commission has proposed amending Rule 163(c) under the Securities Act of 1933 to allow a well-known seasoned issuer ("WKSI")¹ to authorize an underwriter or dealer to act as its agent or representative in communicating about offerings of the WKSI's securities prior to the filing of a registration statement in a registered public offering. The stated goal of this proposed amendment is to further facilitate WKSI capital formation by removing certain impediments to pre-offering communications with broader groups of potential investors. Comments to the SEC in response to the proposed amendment must be received on or before January 27, 2010.

Rule 163 was originally adopted in order to allow WKSIs to engage in oral and written communication before the filing of a registration statement for the offered securities without running afoul of "gun-jumping" provisions. At the time the rule was passed, the SEC assumed that most WKSIs would have a