Tenev Says Robinhood Stock Tokens Should Not Automatically Require Issuer Consent

Robinhood CEO Vlad Tenev argued that its stock tokens should not automatically require the underlying company's consent, while acknowledging that token holders do not receive voting rights in that company.

The comments, made in a CNBC “Squawk Box” interview on Wednesday, Sept. 9, clarify the structure at the center of Robinhood's dispute with AMC Entertainment: Robinhood is defending a separate security that references AMC stock, not an AMC share placed directly on a blockchain.

“Issuers should have control and do have control over the rights and obligations of the stock that they issue, but that doesn't mean they control everything about it,” Tenev said. “In particular, they don't control other companies issuing their own securities that reference those shares.”

“Issuer consent depends on what exactly you're doing,” he added. Robinhood's stock tokens are “tokenized securities that are issued by a separate entity that are backed by underlying shares,” Tenev said, and “should not automatically require issuer consent.”

Tenev also acknowledged during the interview that token holders do not receive the voting rights attached to the underlying shares. Asked whether Robinhood would vote those shares, he said the company “hasn't really announced plans for the voting aspect of that.”

A Debt Token, Not an AMC Share

Robinhood's product documentation identifies Stock Tokens as tokenized debt securities issued by Robinhood Assets (Jersey) Limited, or RHJ. The products provide economic exposure to an underlying security but give investors no legal or beneficial rights in or against the company that issued that security.

Robinhood's disclosure identifies RHJ, rather than AMC, as the issuer of the debt securities. Robinhood says each token in circulation is backed one-for-one by the corresponding stock, with the shares held by a U.S. custodian. Its service-provider disclosures name Alpaca Securities LLC as broker and custodian.

Token holders receive dividend economics through a mechanism that reinvests cash distributions into more underlying shares and increases a multiplier applied to the token. They do not receive legal or beneficial rights in or against AMC through the token, and Tenev confirmed that voting rights are not passed to them.

The structure is central to the clash. Tenev argues that a separate entity should be able to issue a security referencing publicly traded shares without automatically obtaining the underlying issuer's consent. AMC CEO Adam Aron argues that the resulting product separates token demand from AMC's capital raising and does not provide shareholder rights.

Aron wrote on X on Sept. 4 that Robinhood's product “decouples stock token ownership from a company's ability to control its own capital raising efforts.” He added: “Your stock token pretend to be some form of stock ownership, but disclosures to the contrary notwithstanding, they are not ownership and they deprive investors of their rights.” Aron called on Robinhood to stop trading AMC-linked tokens and said AMC's securities counsel would examine whether it could force a halt.

Robinhood's documents say the Stock Tokens are unavailable in the U.S. or to U.S. persons. Eligible investors receive economic exposure through RHJ-issued debt securities and do not receive legal or beneficial rights in or against the underlying issuer.

Tenev's answer does not resolve whether AMC has a legal route to stop the product. It also leaves one governance question unanswered: who will direct the votes attached to the AMC shares held in custody. Robinhood has not announced its plans for those votes.