Robinhood

<p class="is-style-lead">Robinhood CEO Vlad Tenev has argued that public companies should not control third-party stock tokens when the products leave shareholder rights, issuer obligations and corporate records unchanged.</p><div id="cn-block-summary-block_9cbb1cd5ae03701b34b27a1dc0c2a94d" class="cn-block-summary"><div class="cn-block-summary__nav tabs"><span class="tabs__item is-selected">Summary</span></div><div class="cn-block-summary__content"><ul class="wp-block-list"><li>Robinhood CEO Vlad Tenev says issuer consent should depend on rights created, not blockchain technology.</li><li>Robinhood describes stock tokens as separate instruments backed one-for-one by freely transferable underlying public shares.</li><li>Token holders receive economic exposure but do not enter the referenced company’s shareholder register directly.</li><li>AMC says it never authorized Robinhood’s product and threatened legal and regulatory action against it.</li><li>No court or SEC ruling has settled whether Robinhood’s structure requires consent from referenced issuers.</li></ul></div></div><p>Tenev said in a Sept. 11 <a href="https://x.com/vladtenev/status/2098508615183438157" rel="noopener noreferrer nofollow">post</a> that issuer consent should depend on the legal structure of a tokenized product, not its use of blockchain technology. His statement followed public objections from AMC Entertainment CEO Adam Aron over a Robinhood token linked to AMC shares.</p><p>Robinhood’s product is not an AMC share recorded on a blockchain. The company identifies its Stock Tokens as debt securities issued by Robinhood Assets (Jersey) Limited. Each instrument provides economic exposure to a referenced stock while granting no legal or beneficial rights against the company that issued the underlying shares.</p><p>“A company should control the rights attached to its shares—not every lawful use of those shares once they’re in investors’ hands,” Tenev wrote. He added that “going onchain shouldn’t give the issuer a veto it never had offchain.”</p><figure class="wp-block-embed is-type-rich is-provider-x wp-block-embed-x"><div class="wp-block-embed__wrapper"><blockquote class="twitter-tweet"><p>Robinhood (HOOD) CEO says companies shouldn't get veto over stock tokens in AMC feud <a href="https://t.co/5bvYP8z10D" rel="noopener noreferrer nofollow">https://t.co/5bvYP8z10D</a></p>— Andro (@AndroOxinu) <a href="https://x.com/AndroOxinu/status/2099325356364709988?ref_src=twsrc%5Etfw" rel="noopener noreferrer nofollow">September 14, 2026</a></blockquote></div></figure><p>You might also like: <a href="https://crypto.news/amc-ceo-challenges-robinhoods-11-token-backing/" rel="noopener noreferrer nofollow"> AMC CEO challenges Robinhood’s 1:1 token backing </a></p><h2 class="wp-block-heading" id="strong-robinhood-s-issuer-consent-test-focuses-on-legal-rights-strong"><strong>Robinhood’s issuer-consent test focuses on legal rights</strong></h2><p>Tenev divided tokenized stocks into three possible structures. A company can issue its own shares onchain, an intermediary can tokenize ownership of shares held in custody, or an independent firm can issue a separate security backed by or linked to conventional shares.</p><p>An issuer should participate when a product changes the rights attached to its stock, replaces its authoritative shareholder ledger or creates new duties for the company or its transfer agent, Tenev said. He argued that consent should not be required when a separate instrument merely references freely transferable shares.</p><p>Robinhood uses the third-party model. Its public <a href="https://robinhood.com/rhj/stocktokens/" rel="noopener noreferrer nofollow">disclosures</a> describe Stock Tokens as debt securities that track underlying equities but do not make token holders shareholders of the referenced companies.</p><p>The structure resembles a category recognized by the Securities and Exchange Commission’s staff. In January, three SEC divisions published a joint <a href="https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826-statement-tokenized-securities" rel="noopener noreferrer nofollow">statement</a> separating issuer-sponsored tokenized securities from products created by unaffiliated third parties.</p><p>SEC staff identified custodial and synthetic models within the second category. A third party may issue a linked security that tracks another company’s stock without creating an obligation for that company or granting its shareholder rights to token holders.</p><p>The statement did not decide whether an issuer must approve such a product. It represents staff views, carries no legal force and does not amend federal securities law, according to its disclaimer.</p><h2 class="wp-block-heading" id="strong-robinhood-stock-tokens-provide-exposure-without-shares-strong"><strong>Robinhood stock tokens provide exposure without shares</strong></h2><p>Robinhood says every Stock Token in circulation is backed one-for-one by the corresponding equity, with the collateral held by a U.S.-based custody partner. Investors hold a claim created by the Jersey issuer, not direct ownership of the collateral share.</p><p>Stock Token holders therefore do not appear on AMC’s shareholder register. They lack voting rights against AMC and cannot assert the legal rights normally attached to direct or beneficial ownership of AMC shares.</p><p>Robinhood says its tokens can account for dividends through adjustments or distributions specified in the product terms. Corporate actions remain dependent on the contractual terms set by Robinhood Assets (Jersey), because the token itself does not alter AMC’s obligations.</p><p>Questions remain over the voting power attached to collateral shares. Robinhood has not publicly explained how its custody arrangement handles votes for shares supporting Stock Tokens, while token holders have no direct voting authority.</p><p>As crypto.news reported in its examination of <a href="https://crypto.news/tokenized-stocks-investors-legally-own/" rel="noopener noreferrer nofollow">what tokenized-stock investors legally own</a>, products carrying similar labels can represent different claims. Some record direct or indirect equity ownership, while others provide contractual price exposure through a separate issuer.</p><p>Robinhood’s disclosures warn that Stock Tokens carry a high level of risk and may expose holders to a complete loss. The securities are not registered under U.S. securities laws and cannot be offered, sold or delivered in the United States or for the benefit of U.S. persons. Restrictions cover several other jurisdictions, including Canada, the United Kingdom and Switzerland.</p><h2 class="wp-block-heading" id="strong-amc-challenges-robinhood-s-use-of-its-stock-strong"><strong>AMC challenges Robinhood’s use of its stock</strong></h2><p>Aron said on Sept. 4 that AMC had no affiliation with Robinhood’s token and had neither authorized nor endorsed the product. He questioned whether the structure could confuse investors about their rights and affect the company’s ability to raise capital through official securities.</p><p>The AMC chief executive subsequently demanded that Robinhood stop offering the token. He said AMC’s securities lawyers would examine possible legal action and that the company planned to raise its concerns with the SEC.</p><p>Robinhood chief legal officer Dan Gallagher rejected the demand publicly. Tenev then defended the model during a Sept. 9 CNBC <a href="https://www.cnbc.com/video/2026/09/09/robinhood-ceo-responds-to-amc-ceo-adam-arons.html" rel="noopener noreferrer nofollow">interview</a>, arguing that public companies control their own securities but not every independent product built around them.</p><p>His later post presented a more detailed policy test. Tenev compared separate tokenized instruments with unsponsored American depositary receipts, options and structured products that can reference publicly traded shares without changing the issuer’s stock.</p><p>AMC’s position remains disputed by Robinhood. No publicly identified court ruling has determined whether Robinhood needed AMC’s approval, and no SEC enforcement action concerning the AMC token had been announced as of Sept. 14.</p><h2 class="wp-block-heading" id="strong-u-s-tokenized-stock-rules-remain-under-development-strong"><strong>U.S. tokenized-stock rules remain under development</strong></h2><p>Robinhood launched the current generation of Stock Tokens outside the United States through Robinhood Chain in July. Tenev said the company selected a separately issued structure so it could support many stocks and exchange-traded funds without requiring each referenced company to rebuild its systems.</p><p>The SEC’s January taxonomy confirms that federal securities analysis depends on the rights and obligations created by each product. Staff said a third-party linked security may be a debt instrument, equity security or security-based swap, depending on its economic terms.</p><p>A separate SEC proposal published in September would modernize transfer-agent rules and permit blockchain systems to support securities records. As crypto.news reported, the <a href="https://crypto.news/sec-tokenized-stock-plan-targets-register-not-token/" rel="noopener noreferrer nofollow">SEC tokenized-stock proposal focuses on the authoritative register</a> and would not automatically turn a token into a legal share.</p><p>Tenev said Robinhood wants to bring tokenized stocks to U.S. investors, but the current Stock Tokens remain offshore products. He said the company could modify its structure as regulators publish new guidance.</p><p>However, AMC had not announced a filed lawsuit by Sept. 14. The SEC had not disclosed a formal investigation or public response to Aron’s threatened referral.</p><p>Read more: <a href="https://crypto.news/nu-launches-u-s-banking-and-usdc-global-account/" rel="noopener noreferrer nofollow"> Nu launches U.S. banking and USDC global account </a></p>

Robinhood CEO rejects issuer veto over stock tokens

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