On December 21, 2009, the SEC proposed a change to Securities Act Rule 163. Under the proposal, an authorized underwriter or other offering participant could make offers of securities issued by a well-known seasoned issuer (WKSI) before the WKSI files a registration statement.1 This proposed change would allow WKSIs to utilize underwriters for pre-marketed or “wall-crossed” transactions prior to filing an automatic shelf registration with the SEC.