“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 votes to one — letting them control the board that supposedly controls them. Venture capitalists lost their traditional power to discipline or dismiss a misbehaving founder: Uber’s investors, lacking the votes to oust Travis Kalanick, had to stage a coup via press leak. And the VCs are conflicted anyway — exposing fraud destroys the exit they’re invested in. Jones’ answer to the Google-and-Facebook counterargument is historical: dual-class structures were invented at those companies precisely to coax their founders into IPOs, and they now arrive by the second or third funding round — so the governance rot starts earlier and, as Zuckerberg demonstrates, persists indefinitely after the public offering.
• The Fraud Files — and the Social Bill. FTX. Theranos, which hid parts of its lab from inspecting regulators. WeWork, whose IPO filing finally told the truth about the spending and self-dealing — whereupon the public refused to buy, the company limped through a SPAC into bankruptcy, and employees who had borrowed money to exercise options and pay taxes were left holding worthless paper. (The VC money lost, Jones notes, is substantially public pension money anyway.) Beyond the frauds lies the social bill of the below-cost blitzscale: taxi drivers destroyed and then prices raised; passengers assaulted under lax background checks; Airbnb’s uncollected occupancy taxes, underinvested security, and name-based discrimination. A culture of outrunning the law, Jones argues, gets baked in — and firms powerful enough simply change the law, as Uber and Lyft did to driver-classification rules in California and Massachusetts.
• Not Teddy — Franklin. Asked whether the coming reckoning demands a new Teddy Roosevelt — Casey Michel’s prescription on this show days earlier — Jones reaches a generation later: Franklin’s New Deal securities acts of 1933 and 1934, which made disclosure the price of other people’s money and worked for ninety years. Since the 1980s the architecture has been chipped into optionality, and the SEC is now dismantling Sarbanes-Oxley and Dodd-Frank protections while deregulating public markets too. Her remedies: disclosure to employees paid in options they cannot value, and disclosure in the largest private offerings — because investors of any sophistication cannot make responsible decisions while investing blind. Andrew’s closing verdict: I hope she’s wrong. I suspect she’s right.
About the Guest
Renée M. Jones is Professor of Law and Dr. Thomas F. Carney Distinguished Scholar at Boston College Law School, where she has taught corporate and securities law for nearly a quarter century. From 2021 to 2023 she served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission — the nation’s chief regulator of capital formation. A graduate of Princeton University and Harvard Law School, she is the author of Untamed Unicorns: Why Startup Finance Is Broken and How to Fix It (Harvard University Press, August 4, 2026).
References:
• Untamed Unicorns: Why Startup Finance Is Broken and How to Fix It by Renée M. Jones (Harvard University Press, August 4, 2026). Jennifer Taub: “This essential book, replete with details and drama.”
• The National Securities Markets Improvement Act (1996) and the JOBS A...
