Robinhood CEO Vlad Tenev: Tokens Do Not Require Issuer's Consent
Robinhood CEO Vlad Tenev responded to AMC's criticism on CNBC, stating that once a publicly traded company's stock is available for trading, other institutions have the right to issue financial products referencing those stocks without needing automatic permission from the issuer.
He mentioned that while issuers control their own stock's rights and obligations, they cannot control other companies from issuing securities that reference that stock. Robinhood's stock tokens are issued by an independent entity, backed one-to-one by the underlying stock, providing economic exposure without voting rights, and are structured similarly to ADRs, ETFs, and structured notes. The products are issued by Robinhood Assets in Jersey, positioned as tokenized debt securities primarily for non-U.S. persons, with documentation stating that holders do not have legal or beneficial ownership rights in the referenced company.
AMC CEO Adam Aron referred to it as a fake market and synthetic equity last week, demanding a halt to trading and threatening to submit a complaint to the SEC. Robinhood's Chief Legal Officer and former SEC Commissioner Dan Gallagher responded that they would not halt trading. Tenev stated that tokenization distributes U.S. stocks to over 120 countries, and trading volume increased after the launch of Robinhood Chain. Token holders do not have shareholder status, and dividends are processed through on-chain multipliers.
The dispute revolves around three models: on-chain securities signed by the issuer, regulated custodial one-to-one tokens, and third-party debt packaging. The consent rights depend on whether the product is indeed the stock itself.
Mechanically, this is a struggle for distribution rights: brokerages package publicly traded stocks for 24-hour trading, while public companies aim to maintain their shareholder registry and voting rights narrative. The beneficiaries are token platforms that can sell exposure outside the U.S.; the pressured parties are issuers worried about synthetic trading diverting attention but unable to prevent publicly traded stocks from being referenced. Funds are locked between on-chain packaging and underlying custodial accounts, not automatically entering the company's treasury.
Tenev framed consent as a product structure issue, not a matter of courtesy. If regulators equate debt packaging with the shares themselves, this defense would be rewritten.
Source: Public Information
ABAB AI Insight
Once publicly traded stocks become transferable property, the derivatives layer begins to grow: options, ADRs, swaps, and now on-chain debt tokens. Tenev reduces blockchain to a neutral conduit using property rights, while Aron frames the same conduit as a fake market using shareholder status. The dispute is not about AMC's fundamentals, but who has the right to tell retail "this is AMC." The Jersey entity cuts off voting rights to avoid U.S. issuance registration, anchoring the product to "reference" rather than "ownership."
Capital has already been diverted through three legal shells: Ondo and xStocks pursue custodial rights, Dinari goes through U.S. brokers, and Robinhood operates offshore debt. The fastest-growing may not necessarily resemble stocks legally. Tenev has framed the GameStop settlement crisis as an advertisement for on-chain clearing, while the AMC dispute turns the advertisement into hearing material.
In contrast to a century of ADR practices and precedents of synthetic ETFs being sued by issuers, the industry has moved from technical neutrality to defining consent rights: whoever can turn stocks into global 24-hour codes without the issuer's consent takes the retail time zone.
This represents a transfer of pricing power: the trading rights of stocks have been extended from exchange hours to on-chain all-time through third-party packaging. The mechanism is that property is transferable, but identity is not; the packaging consumes that middle segment.
ABAB News · Law of Cognition
Once stocks are public, issuers cannot control what is referenced.
One-to-one backing provides exposure to price fluctuations but not voting rights.
The fake market dispute fundamentally concerns who has the right to narrate this stock.