Publication Date

Summer 2026

Journal

The University of Chicago Business Law Review

Abstract

For the last quarter-century, IPOs have been declining. SEC officials usually attribute the decline to startups’ choices to stay private. But that explanation is incomplete. As startups grow, they face a three-way choice between going public, staying private, and being acquired, and they have increasingly chosen the third option. In this Essay, we show how securities regulation pushes startups towards acquisitions by increasing the cost of raising capital and accessing liquidity in both public and private markets. We consider how the trend towards acquisitions could reduce competition, innovation, opportunities for diversification, and transparency. And we offer suggestions for how the SEC could create conditions for independent companies to thrive while preserving safeguards that protect investors.

Volume

5

Issue

2

First Page

349

Last Page

383

Publisher

University of Chicago Law School

Disciplines

Antitrust and Trade Regulation | Banking and Finance Law | Business Organizations Law | Commercial Law | Law | Securities Law

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