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Beyond high compliance costs, companies are deterred from going public by the constant threat of "vexatious" class-action lawsuits following any stock dip and the weaponization of shareholder proposals, which makes managing annual general meetings a significant burden. These factors discourage the transition to public markets.

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Howard Marks describes the downside of being a public company as receiving a constant, often arbitrary, 'report card' from the market. Daily stock price movements, driven by people with limited understanding of the company's long-term strategy, create noise and pressure that private companies can avoid.

The SPAC structure, which allows early investors to redeem shares before a merger, creates high uncertainty. Because of this risk, any company strong enough for a traditional IPO will choose that route. By definition, this leaves SPACs with a pool of weaker companies that cannot go public otherwise.

The widely cited million-dollar cost to remain a public company is not a fixed price. Frugal companies, avoiding excessive consultants and making pragmatic choices, can operate for much less, similar to choosing a Honda Civic over a Ferrari to reach the same destination.

While many private founders fear going public, David George of a16z claims he's never met a public CEO who regrets it. Key benefits include easier and often cheaper access to capital compared to private markets, increased transparency, and the discipline it instills. The narrative of public market misery is overblown for most successful companies.

Venture capitalist Bruce Booth explains that bankers, lawyers, audit firms, and VCs all have strong financial incentives for a company to go public. This creates systemic pressure that may not align with the company's best long-term interests.

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.

A new class of company operates between private and public markets, accessing vast, public-style capital without the required corporate governance. This allows them to scale to immense valuations before developing a viable business model, creating novel risks.

Despite private capital availability, the scrutiny of being a public company imposes healthy discipline. It forces better prioritization and maturity, which is ultimately beneficial for long-term growth and provides access to the world's deepest capital pools.

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.

The primary risk in private markets isn't necessarily financial loss, but rather informational disadvantage ('opacity') and the inability to pivot quickly ('illiquidity'). In contrast, public markets' main risk is short-term price volatility that can impact performance metrics. This highlights that each market type requires a fundamentally different risk management approach.