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In very layman's terms (best I can do right now):

1. Going public now requires months and months more of extra accounting due dilligence, audits, etc. that will cost millions upon millions of dollars.

2. Now that you're a public company most of the executives and especially the CFO are severely, criminally liable for any accounting fraud that happens in the organization regardless of whether they knew anything about it.

SOX was a reaction (over-reaction) to the Enron and Worldcom disasters where accounting fraud took down huge public companies, destroyed thousands of jobs, and cost billions of dollars. And the executives just claimed they didn't know anything when they obviously did.

So now theres extra audits, execs are liable regardless, and nobody wants to go public anymore.





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