Robinhood CEO Vlad Tenev has told issuers they should not get a veto over tokenized stock products that simply reference shares, even as he says companies should weigh in when those products change shareholder rights or company obligations.
Tenev made the argument in a post on X on Friday, responding to criticism from AMC Entertainment CEO Adam Aron. Aron had said on Sept. 4 that AMC had no affiliation with Robinhood’s tokenized stock offerings and would ask securities counsel to review them.
What Tenev Said About Veto Power
Tenev drew a sharp line between two kinds of tokenized products:
- Products that change shareholder rights, issuer obligations, or a company’s official stock ledger — those need issuer involvement.
- Products that create separate financial instruments backed 1:1 by underlying shares without changing any of those things — those do not need issuer consent.
His central claim is that going onchain should not give issuers a power they never had offchain. He put it plainly: “Going onchain shouldn’t give the issuer a veto it never had offchain.”
The AMC Criticism
Aron’s criticism came after Robinhood launched its tokenized stock offerings. His response was direct: AMC had no affiliation with the products and would seek legal review.
How Robinhood’s Products Work
Tenev explained the structure of Robinhood Stock Tokens in his post. They use a third-party structure with separately issued instruments backed 1:1 by underlying shares. The products provide economic exposure to stocks and exchange-traded funds without changing an issuer’s cap table or rights attached to its shares.
What the Products Actually Do
The key technical point is that Robinhood’s tokenized products hold shares behind the scenes while creating a separate instrument. That separation is the whole basis for Tenev’s position.
He argued that if a product only references shares and does not alter any underlying rights or obligations, the issuer should not be able to block it. The shares remain freely transferable, and the issuer’s record stays unchanged.
Why the Distinction Matters
Tenev’s argument rests on a distinction between two kinds of tokenized products:
- Products that alter shareholder rights or company obligations.
- Products that create separate instruments backed by shares.
The first category requires issuer involvement because it changes the relationship between the company and its shareholders. The second category, in Tenev’s view, does not require it because nothing about the underlying shares actually changes.
The Limits of the Argument
Tenev’s position is a useful corrective to the idea that tokenization itself grants issuers new powers. But the distinction rests entirely on whether a product crosses the line between changing rights and merely referencing shares.
What Happens Next
The debate is likely to continue. Aron said AMC would ask securities counsel to review the products.
Tenev has staked out a position. Whether issuers accept it remains to be seen.
The tension between companies and tokenizers is unlikely to disappear anytime soon.