Robinhood Warns of Legal Risks for 'Tokenized Shares'... "Investor Protection Difficult in Case of Bankruptcy"

Concerns are growing among industry insiders and regulatory authorities over Robinhood's tokenized startup equity products launched in Europe. While the initiative purports to offer investment opportunities in the equity of well-known unlisted companies like OpenAI, questions arise as the structure is an indirect investment through a Special Purpose Vehicle (SPV) without actual ownership of the equity—raising both legal violation possibilities and bankruptcy risks.

Robinhood recently released a token product in Europe allowing investment in OpenAI. This token uses an indirect investment method via an SPV and does not represent actual stock ownership. Robinhood argued that this provided retail investors with access to previously exclusive unlisted equity opportunities, but OpenAI responded that it was "clearly unauthorized and legally problematic."

On the 10th (local time), John Montague, a lawyer specializing in virtual assets (cryptocurrency), stated in an interview with CoinDesk, "This structure could directly violate corporate articles, shareholder agreements, and investor rights agreements," and added, "Resale or circumvention through an SPV could constitute a clear contractual breach, and issuers may request injunctions from courts."

U.S. regulators are also closely monitoring this situation. Hester Peirce, Commissioner of the U.S. Securities and Exchange Commission (SEC), recently stated, "Tokenized equity constitutes securities under federal law, and therefore must comply with disclosure obligations under federal securities laws." However, she did not mention Robinhood directly in her statement.

There are also concerns about bankruptcy risks. The platform 'Linqto', which offered similar services, recently filed for bankruptcy. It remains uncertain what legal protections token holders of that platform can actually receive.

Attorney Montague pointed out, "If Robinhood were to go bankrupt, the stocks in the SPV would not be attributed to investors," and warned that "this could eventually inflict significant damage on investors." He further commented, "Such tokens are issued without voting rights or board access, so they run the risk of devolving into speculative assets," but added, "Nevertheless, Robinhood’s challenge could have a positive impact on the industry overall by providing market liquidity and driving regulatory clarity."