Robinhood CEO Says Tokenized Stocks Don’t Need Issuer Consent if Rights Stay Unchanged

Robinhood Chief Executive Officer Vlad Tenev said tokenized stock products do not require the underlying company’s consent as long as they do not alter existing shareholder rights or create new obligations for the company.

In a post on X on September 11, Tenev wrote that whether issuer consent is needed in the issuance process should depend on whether the product changes the rights attached to the underlying shares or imposes new duties on the company or its transfer agent. If that happens, the issuer should be involved.

By contrast, he said, issuer consent is unnecessary if the product simply holds freely transferable shares or creates a separate financial instrument that tracks them, without changing the company’s rights, obligations or official shareholder register.

The remarks followed public criticism from AMC Entertainment CEO Adam Aron on September 4 over Robinhood’s tokenized stock product. Aron said AMC had no connection to the product and would have securities lawyers review its structure.

Tenev said Robinhood’s Stock Tokens are issued separately through a third party and backed one-for-one by the underlying shares. He said the product gives investors exposure to the economic value of stocks and exchange-traded funds, or ETFs, without changing the issuing company’s ownership structure or the rights attached to its shares.

“You shouldn’t give issuers a veto right they didn’t have off-chain just because something moved on-chain,” Tenev wrote.