代币化股票争议超越发行方同意：Bitfinex

Bitfinex Securities: The tokenized stock debate needs to distinguish between third-party products and issuer backed securities

Bitfinex Securities pointed out that discussions on tokenized stocks must strictly distinguish between "third-party products" and "issuer backed securities" because the rights granted to investors by the two models are very different.

Jesse Knutson, head of operations at Bitfinex Securities, emphasized in an interview with crypto.news that the issuer's consent rights are only one aspect of the tokenized stock debate. He pointed out that tokens issued by third parties may only be linked to a company's stock, but do not grant the holder ownership or voting rights; and in products involving private companies, the information transparency received by token buyers often is lower than that received by direct investors.

Knutson said that while Robinhood CEO Vlad Tenev was in the right direction in refusing to grant issuers a "one-size-fits-all" veto power, the core of the debate should focus on what each token specifically represents, who is eligible to buy it, and where to trade it.

Differences in traditional market precedents and legal structures

Tenev has previously argued that companies should not control tokenized products if they do not change the company's shareholder register or create new obligations for them. The comment stems from the controversy over the use of some company names and stock prices to link products without its participation.

Knutson believes that traditional financial markets have long allowed third parties to create tools linked to listed securities. For example,"None Sponsored Depository Receipts are a typical example, making the issuance of products linked to public shares by unrelated companies familiar in the financial market.

"The focus of the debate should not be 'Does the issuer have veto power' but rather: What does the token represent? Who can access it?" Knutson said.

For large listed companies with good liquidity, he added that since investors can regularly obtain financial statements, public documents and market prices, it may be easier to build tokenized products without sponsorship . Depending on their legal design, token providers can choose to use listed securities as a reference base or hold shares to support the product.

However, even if the company name is the same, the legal terms behind different tools can be quite different. One token may operate as a debt security that tracks stock prices, while another may represent a beneficial interest in shares held by a custodian. In contrast, securities backed by issuers can have equity registered and retain the rights attached to common stock.

Robinhood Case and Private Equity Firm Information Risk

Robinhood's products have brought this distinction under scrutiny. In September, AMC Entertainment CEO Adam Aron rejected a token linked to AMC because the theater chain had not approved or participated in its creation. Robinhood described its transferable stock tokens as tokenized debt securities issued by Robinhood Assets (Jersey) Limited. Holders gain economic exposure to the reference stock, but do not become shareholders of the company or gain voting rights in the company.

Knutson draws stricter boundaries on products linked to private companies because in these cases ordinary token buyers may not have access to financial information that existing shareholders have.

"Private equity investment without sponsorship is much more complex and has potential information asymmetry. Under-level private equity investors in such scenarios often have access to financial statements and reports, and this information is usually not allowed to be shared widely-and token investors can only trade based on news headlines."

Private equity lacks ongoing disclosures, public documents and market pricing discovery mechanisms related to exchange-listed companies. According to Knutson, creating tokens around such assets could put their buyers in a position of less information than investors who directly hold shares in the company.

OpenAI 曾在 2025 年 7 月提出过类似的担忧。当时，Robinhood 向符合条件的欧洲客户提供与 OpenAI 和 SpaceX 挂钩的代币敞口。OpenAI 声明这些代币并非其股权，且公司既未与 Robinhood 合作，也未认可该产品。Robinhood 表示，其对 OpenAI 的敞口是通过一个持有与该私营公司经济利益挂钩的特殊目的载体实现的。因此，买家是通过 Robinhood 的结构获得敞口，而非直接由 OpenAI 发行的股份。

Knutson 的观点并非认为所有第三方产品都不当，而是将“产品是否可以存在”的问题与投资者需要了解其结构、交易对手方和限制条件的披露要求区分开来。

转移控制与市场监控的关键作用

除了所有权条款外，Knutson 还指出，代币化证券需要在协议层面实施控制措施，以防止代币流入受制裁或被禁止的市场。

“上市公司显然不希望其股票的代币化版本最终出现在受制裁或被禁止的法域中，”他说。

一旦启用转移功能，代币可以在兼容的区块链地址之间移动，从而形成与传统经纪账户不同的分发渠道。因此，合规性可能取决于智能合约限制、白名单钱包、身份验证以及代币发行人应用的赎回规则。

Currently, Robinhood prohibits U.S. individuals from acquiring stock tokens issued by its Jersey subsidiary. Its filing states that these products are not registered under the U.S. Securities Act and cannot be provided, sold or delivered within the United States or to U.S. investors.

This means that U.S. customers cannot use Robinhood's blockchain tokens as a substitute for purchasing reference stocks through domestic brokerage accounts. U.S. investors can still purchase ordinary listed stocks under the ownership, custody and disclosure rules that govern the U.S. securities market.

The recent dispute between Robinhood and AMC has also involved the Securities and Exchange Commission (SEC). Aron said AMC could ask regulators to review the token, although no SEC action or lawsuit against the product had been announced at the time.

Knutson also pointed to problems with price discovery when stock tokens are traded on platforms with limited market regulation. Weak monitoring could have an impact if the tokens change hands during the closed period on the exchange where the reference stock is located.

U.S. stocks typically stop trading on their major exchanges at specific times, while blockchain markets can operate 24/7. As a result, when the underlying stock market is closed (especially on weekends or U.S. holidays, when traders cannot immediately hedge differences from listed stocks), prices in decentralized venues may change.

Different tokenization models provide different protections

发行人之间的竞争产生了多种结构，而非单一的代币化股票标准。例如，Coinbase 于今年八月在 Base 网络上推出了代表通过隔离托管持有的股份受益权益的产品。

最初的 Coinbase 报价包括 Nvidia、Meta、Apple 和 Alphabet 的代币化版本。正如之前报道的那样，Alpaca Securities 在发行时为每个代币购买并持有一股底层股份，而一家位于阿布扎比全球市场（ADGM）的 Coinbase 关联公司正式发行这些证券。

Coinbase 的招股说明书区分了受益所有权与在上市公司股东名册上列为法定所有者。经过验证的持有人可以提交投票指令，尽管发行人执行这些指令的能力仍受法律、操作和时间限制的影响。

其他差异延伸至股息、赎回和破产索赔。Coinbase 的文件指出，股息通常在扣除费用和应用美国预扣税后重新投资，而经过验证的持有人可以请求以股份、美元或认可的稳定币进行赎回。Robinhood 的代币则是对其泽西岛发行人的合同索赔，而非对提供参考价格的股票所属公司的索赔。

“在后一种情况（指发行人支持的产品）下，代币化最大的优势之一是发行人与投资者能够更直接地互动，对所有权拥有更高的透明度，并可能对证券的运行方式拥有更大的控制权，”Knutson 谈到发行人支持的产品时说。

He added that both sponsorship and third-party structures are likely to remain in the market, so legal design is crucial to investors 'decision-making.

"It is likely that both models exist in the market, but investors need to be clear about which one they are buying."