"For more than two decades, Silicon Valley has played a vital role in Nasdaq’s evolution,” said Joseph G. Christinat, a Nasdaq spokesman. “Nasdaq will always strive to be part of the Valley’s start-up ecosystem."
The roadmap is fairly clear. You would first have to set up an ATS (which really doesnt require too much, but it does involve regulatory and paperwork hurdles)
The main advantage is that you can disrupt the exchange business. The disadvantages are many, including having to deal with SEC etc.
Maybe the Valley needs to start its own exchange.