Could The SEC Have Made A Weaker Case For Mandating Enhanced Repurchase Disclosures?

Earlier this month, the Securities and Exchange Commission proposed rule amendments that would require an issuer, including a foreign private issuer and certain registered closed-end funds, to report any purchase made by or on behalf of the issuer or any affiliated purchaser of shares or other units of any class of the issuer’s equity securities that is registered pursuant to Section 12 of the Securities Exchange Act of 1934.  As I read the SEC's 102-page rule proposal, I was struck by the SEC's repeated use of "could".   According to my count, the word appears 90 times in the proposing release.   

"Could" is the past participle of "can".  When used as a substitute for "can", "could" implies a greater degree of uncertainty.   When we say that something "could happen" we mean that it might or might not happen.   Essentially, it means that something is possible, not that it necessarily will occur.  Thus, the proposing release's constant use of the word conveys a notable incertitude on the part of the SEC.  For example, the SEC seems be far from convicted when it states "we believe investors could benefit from improving the quality, relevance, and timeliness of information related to issuer share repurchases" (emphasis added).  If the SEC is not convinced that investors will benefit, why is it proposing to impose additional burdens on issuers and ultimately their owners?  

"Could" is another example of an English word with a silent consonant.  See Bothered By Silent Letters?  Sometimes Latin Is To Blame.  In this case, the "could" is derived from the Old English word cuðe.  The "l" was added about 500 years ago so that the spelling would mirror "would" and "should" which were descendants of Old English words that included the letter "l".