This short essay suggests that the focus on federal-state jurisdictional conflict over regulation of corporate governance in the U.S. is misplaced, and that declining levels of IPO's in the U.S. should be a concern shared by lawmakers at both state and federal levels. Those who reflexively advocate inflexible federal governance rules of wide application -- as opposed to regulatory reforms aimed carefully at unboundedly risky financial practices -- should prevail only upon a clear understanding that the potential benefits of such governance rules outweigh the risks associated with them.