My thesis is that the transition between private- and public-company status could be less bumpy if we unify the public-private dividing line under the Securities Act and Exchange Act. The insight builds on Cohen's thought experiment where Congress first enacted the Exchange Act. My proposed public-private standard would take the company-registration model to its logical conclusion. The customary path to public-company status is through an IPO, typically with simultaneous listing of the shares on an exchange. There is nothing about public offerings, however, that makes them inherently antecedent to public-company status. What if companies became public, with required periodic disclosures to a secondary market, before they were allowed to make public offerings?
Pritchard, Adam C. "Revisiting 'Truth in Securities' Revisited: Abolishing IPOs and Harnessing Private Markets in the Public Good." Seattle U. L. Rev. 36, no. 2 (2013): 999-1026.