The discussions about tokenized equities stemming from the debate between
@CEOAdam,
@vladtenev, and
@dangallagher is electric.
I've studied tokenized equity structures for half a decade now, the good, the bad, the ugly. Here are my thoughts:
(1) The world is bigger than just the US. Yes, the US is the most important and the largest financial market in the world. The tokenized equities issued by entities like
@RobinhoodCrypto and
@xStocksFi are not US securities, they're not offered to US persons, and no one is advertising them as US securities.
The tokens are registered under a European prospectus. They are structured in reference to the Swiss DLT Act, which is more than half a decade old and recognizes securities in token format.
Criticizing offshore securities for existing offshore and targeting offshore investors is silly.
(2) Unsponsored securities are everywhere. The original
$MEME ETF issued by Roundhill ***in the US*** held
$AMC. In general, ETFs act as unsponsored proxies for their underlying securities. ETFs do not require, nor is it practical that they would, issuer "approval" to buy and hold publicly traded shares. If an issuer doesn't like it, then perhaps they should consider delisting and managing their cap table as a private company. That's always a choice.
Instead, we see the opposite: issuers actively court ETF inclusion because it's relevant to the growth in their investor base. To suggest that a security is illegitimate because it exists without the issuer's approval is a weak argument.
(3) Voting rights are important, but do not in of itself define whether a security is "legitimate." Easy counterfactual: all of the tech companies with super voting shares where your vote as a common equity holder is substantively meaningless. Or how about ADRs listed in US markets that own interests in VIEs where it's not even clear you have economic rights, let alone voting rights.
The goal of this post isn't to strike up a least dirty shirt contest. It's meant to highlight that blanket assertions about the legitimacy of a security -- particularly one marketed outside of the US -- are vacuous, because you can find plenty of examples of the same criticisms in the US market, too. And no one bats an eye.
At the end of it all, what matters is that an issuer is meeting the obligations under their prospectus and that investors are able to become well informed of the objectives and the risks of that particular security. These 1:1 backed tokenized securities that I've referenced above, on balance, are delivering on that.
Seriously? Whatโs the concern you ask,
@vladtenev? The list of concerns is almost existential.
U.S. securities laws are in place to protect investors. For good reason, we spend millions and millions of dollars every year to comply with U.S. securities laws. In good. conscience, how can Robinhood as a U.S. company set up an operation in far offshore Jersey, an island 3000 miles away, and market a security sort of posing as AMC in some shape or fashion, and not comply with U.S. securities laws. That is shocking and shameful.
Our past issuance of equity to strengthen our balance sheet was vital to our success. Your setting up some kind of fictitious synthetic equity market decouples stock token ownership from a companyโs ability to control its own capital raising efforts.
Share ownership gives shareholders various rights, including the right to vote their shares. 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.
This quasi-fake market you are creating on the island of Jersey sows distrust amongst the public about financial markets in general. There already is distrust in financial institutions, you are potentially making it far worse.
These are but a few of my concerns about your actions.
I hereby call on you and Robinhood to voluntarily CEASE AND DECIST the trading of AMC stock tokens. If you donโt, our high priced securities counsel has been asked to see whether we can force you to stop.
I also wonder how can the SEC possibly support your sham ignoring of U.S. securities laws. You can be sure we will be asking them.