Is Jurassic Park Playing in Silicon Valley? Renée Jones on the Unicorn Stampede in Startup Finance.

“By operating in secrecy, they’re able to avoid or evade accountability — and, in many instances, engage in anticompetitive behavior or even fraud.” — Renée M. Jones on unicorns

Twelve years ago there were 39 unicorns — private companies worth a billion dollars or more. Today there are over 1,400, collectively valued above $7 trillion, with the twin beasts of Anthropic and OpenAI at the front of the herd, driving the entire American economy. A good thing, surely?

Not according to Renée M. Jones, the SEC’s chief regulator of corporate finance from 2021 to 2023 and author of Untamed Unicorns: Why Startup Finance Is Broken and How to Fix It. The former SEC big game warden worries that this stampede of wild unicorns might be driving the entire American economy off a cliff.

Her problem isn’t that these private companies exist. It’s that we know almost nothing about them. That’s because of changes in the law since the Nineties that have lifted the hundred-investor cap on private funds, thereby enabling them to mushroom from under $1 trillion to $17 trillion. Add secondary markets where insiders quietly cash out, and the IPO becomes optional. And so we know almost nothing about companies like Anthropic and OpenAI with private valuations in the hundreds of billions of dollars.

The result is what Jones calls the founder-friendly model of Facebook, Uber or Airbnb. With super-voting shares at ten votes apiece, founders effectively choose their own bosses, thereby stripping investors of the power to discipline anyone. Think Travis Kalanick and Mark Zuckerberg. Think Theranos, WeWork and FTX.

Unicorns are named, of course, for their impossibility. Not so long ago, nobody could imagine a private company worth more than a billion dollars. However, with $7 trillion now on the table, Jones is concerned about the health of the American startup economy. On the brink of the OpenAI and Anthropic IPOs, I fear Renée Jones might be right about the dangers of a real crash triggered by the stampede of these mythical creatures. Jurassic Park is now playing in Silicon Valley. Pass the popcorn.

Five Takeaways

•       The $7 Trillion Secret. The unicorn was named for its rarity: 39 existed twelve years ago. Today there are more than 1,400, worth over $7 trillion — roughly 1,100 in America, nearly 300 in China — and the biggest of them shape the economy while disclosing essentially nothing. That is Jones’ target: not the billion-dollar valuations but the secrecy. A billion-dollar private company faces neither the disclosure rules nor the governance requirements of a public company its size, which means accountability arrives only by accident — a scandal, a frustrated investor, a whistleblower calling a reporter. Everything else stays dark.

•       How the IPO Died. Startups once went public within five to seven years, for two reasons: growth capital lived in public markets, and the 500-shareholder rule forced large private companies to register — it’s reportedly why Google and Facebook held their IPOs at all. Both reasons were legislated away. NSMIA (1996) uncapped private funds, whose assets exploded from under $1 trillion to $17 trillion; the JOBS Act (2012) moved the trigger to 2,000 shareholders with employee shares exempt; and secondary markets — Forge Global, Nasdaq Private Market, EquityZen — let insiders cash out without a prospectus. The IPO became a liquidity event rather than a necessity. Only AI’s bottomless capital hunger, Jones notes, is pushing OpenAI and Anthropic toward the public markets at all.

•       Founders Choosing Their Bosses. The founder-friendly model gives startup founders super-voting shares — ten vote