Well-intentioned regulations like Sarbanes-Oxley increased the burden of going public, causing companies to stay private longer. An unintended consequence is that the bulk of wealth creation now occurs in private markets, accessible only to accredited investors and excluding the general public.
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The current capital market structure, with its high fees, delays, and limited access, is a direct result of regulations from the 1930s. These laws created layers of intermediaries to enforce trust, baking in complexity and rent-seeking by design. This historical context explains why the system is ripe for disruption by more efficient technologies.
Private equity and venture capital funds create an illusion of stability by avoiding daily mark-to-market pricing. This "laundering of volatility" is a core reason companies stay private longer. It reveals a key, if artificial, benefit of private markets that new technologies like tokenization could disrupt.
Regulations like the 'Accredited Investor' rule, originally designed to shield small investors from risky ventures, are now perceived as gatekeeping. Retail investors argue these rules don't protect them but instead protect the elite's exclusive access to high-growth, wealth-generating opportunities.
The traditional IPO exit is being replaced by a perpetual secondary market for elite private companies. This new paradigm provides liquidity for investors and employees without the high costs and regulatory burdens of going public. This shift fundamentally alters the venture capital lifecycle, enabling longer private holding periods.
High dilution costs and a focus on narrative-driven stocks (AI, crypto) make public markets unattractive for traditional businesses. These companies now favor private credit for growth capital, creating a bifurcation where public markets are dominated by speculative assets while real economic value stays private.
Top companies like Stripe or SpaceX can stay private forever by using robust secondary markets to provide liquidity to employees and investors. This allows them to focus on long-term growth without the burdens of public company reporting and quarterly profit pressures.
The venture capital paradigm has inverted. Historically, private companies traded at an "illiquidity discount" to their public counterparts. Now, for elite companies, there is an "access premium" where investors pay more for private shares due to scarcity and hype. This makes staying private longer more attractive.
Regulatory leverage lending guidelines, which capped bank participation in highly leveraged deals at six times leverage, created a market void. This constraint directly spurred the growth of the private credit industry, which stepped in to provide capital for transactions that banks could no longer underwrite.
The dominance of passive, systematic investing has transformed public equities into a speculative "ghost town" driven by algorithms, not fundamentals. Consequently, financing for significant, long-term industrial innovation is shifting to private markets, leaving public markets rife with short-term, meme-driven behavior.
The trend of companies staying private longer and raising huge late-stage rounds isn't just about VC exuberance. It's a direct consequence of a series of regulations (like Sarbanes-Oxley) that made going public extremely costly and onerous. As a result, the private capital markets evolved to fill the gap, fundamentally changing venture capital.