Robinhood CEO Tenev: Tokenized Stocks Do Not Require Issuer Consent
Robinhood CEO Vlad Tenev discussed the issue of issuer consent: publicly traded company stocks are transferable personal property, and investors should be able to decide how to hold and use them; issuers control the rights attached to their own securities, not every financial product built around those stocks. The principle of technological neutrality requires that whether consent is needed depends on the rights and obligations created by the product, not on whether blockchain is used.
He outlined two testing endpoints. If a product claims to change the underlying share rights, replace the company's official shareholder register, or impose new obligations on the company and its transfer agents, the issuer should be involved. If it merely issues an independent tool that holds or is linked to freely transferable shares, without changing the issuer's rights, obligations, and authoritative shareholder records, consent should not be required. He has used unbacked American Depositary Receipts, options, and third-party structured products as the same boundary.
Robinhood Stock Tokens fall into the third structure: tools issued by independent entities, supported 1:1 by custodial shares, providing economic exposure without altering the capital table and share rights. The issuing entity is Robinhood Assets (Jersey) Limited, described as tokenized debt securities, with dividends transferable, but holders do not directly own the underlying stock and have no voting rights. The design aims to cover thousands of stocks and ETFs across jurisdictions, extending to private equity and other assets, avoiding the need to transform systems company by company or select them one by one. The product is available to over 120 countries outside the U.S., with U.S. domestic users not able to access it.
The chain and trading have been running for over two months. Robinhood Chain launched its mainnet on July 1 in London, based on Arbitrum's Ethereum Layer 2, initially offering about 95 tokenized U.S. stocks, available for 24-hour trading and collateral in DeFi. Chainlink provides oracle pricing. Reports indicate that the weekly trading volume for the tokenized stock DEX is about $4.3 billion, with Robinhood's share at approximately 66.3%. RWA.xyz previously reported its tokenized equity at about $32.2 million, with 191 assets, accounting for about 1.34% of the approximately $2.4 billion market, with supply doubling the fastest in 30 days; Ondo, Kraken xStocks, and Binance bStocks are larger in scale.
The dispute was ignited by AMC. AMC CEO Adam Aron called the related tokens a "fake market" and threatened to complain to the U.S. Securities and Exchange Commission (SEC). Robinhood's Chief Legal Officer Dan Gallagher publicly rejected the idea of halting trading, and Tenev reiterated on CNBC: issuers cannot control others issuing securities linked to their shares. Discussions on SEC innovation exemptions have been postponed twice. Tenev likened the bookkeeping and street name holding after the paper certificate crisis of the late 1960s as a solution under the technological constraints of the time, rather than the endpoint of on-chain ownership.
The market mechanism is a struggle for packaging rights. The buy side is foreign investors wanting 24-hour exposure to U.S. stocks; the sell side is Robinhood using Jersey debt tokens to replace the transfer of underlying stocks. Funds flow from foreign wallets into custodial accounts holding real shares, with voting rights remaining at the custodial level. The beneficiaries are platforms that can list thousands of assets in the absence of the issuer; the pressured parties are publicly traded companies that feel their shareholder relationships are being circumvented, and regulators who have not yet opened the same products to U.S. residents. The event-driven narrative is a long-form statement following the confrontation with AMC, rather than a new license.
He acknowledged the need to prove to issuers that the benefits of global incremental demand outweigh their current misunderstandings of the technology. Once the consent right is written into structural testing, the next lawsuit will revolve around "whether the register has changed" rather than "whether it has gone on-chain."
Source: Public Information
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Tenev recalls the memory of the GameStop era when clearinghouse margin calls halted buying, framing it as a reason why on-chain settlement must exist. Robinhood cannot sell stock tokens in the U.S. but can sell Jersey debt linked to Nvidia and Apple in wallets across 120 countries. This misalignment forces him to shift the legal battlefield from "should we tokenize" to "do issuers have veto power?" AMC provides a test case: the cinema company cannot stop options and ADRs, so it should not stop 1:1 custodial debt. Voting rights are explicitly removed, allowing the product to fit into the "does not change the register" box.
The capital path is custodial shares plus on-chain debt packaging. Real stocks are locked in licensed custody, while tokens trade 24/7 on Robinhood Chain, entering Uniswap and lending pools. In scale, it remains smaller than Ondo and Kraken's counterparts, but its weekly trading share has been reported at over 60%, indicating retail order flow can concentrate on its own Layer 2. Money flows from foreign stablecoins and fiat channels into custodial U.S. stocks, then flows back into DeFi collateral in the form of debt tokens. The issuer has no new financing and no new obligations to the shareholder register, hence Tenev argues no signature is necessary.
Analogies include options clearing companies, synthetic ETFs, and unbacked ADRs: all are other people's securities layered on other people's stocks. Street name holding already separates registered shareholders from beneficiaries; on-chain merely writes this separation into smart contracts. The industry phase is controlling packaging rights. Whoever can list the most assets without touching transfer agents first occupies the U.S. stock entry point in global time zones. If U.S. regulators continue to only allow foreign access, pricing power remains with Jersey and Layer 2, not the NYSE opening bell.
Structural change is the transfer of pricing power. The mechanism is: ownership is divided into economic exposure and governance rights, the former can be tokenized and circulate globally, while the latter remains with the issuer and transfer agents. Blockchain is framed as technology-neutral to ensure consent testing does not automatically escalate due to "going on-chain." If issuers cannot veto options, they cannot veto a new shell of the same economic relationship simply because they do not understand the blockchain. Market design has changed once since the paper crisis; Tenev demands it change again.
ABAB News · Cognitive Law
Transferable property is not under the issuer's control in every form
Once voting rights are removed, consent rights become harder to uphold
The register of the paper era should not automatically veto on-chain holding methods