SEC exemption backs real-ownership tokens, shutting out synthetic equity wrappers

A public dispute between Robinhood and AMC Entertainment has sharpened the policy debate around synthetic tokenised equities, with the US Securities and Exchange Commission (SEC) now taking sides. Robinhood’s offshore subsidiary issued debt securities that track AMC’s share price without conveying ownership of the underlying stock; AMC’s chief executive Adam Aron called the product unauthorised and “vile,” while Robinhood’s Vlad Tenev argued that issuer consent is not legally required and that the tokens serve genuine international demand for US equity exposure. The SEC’s innovation exemption, published on 17 September, resolved the regulatory ambiguity by excluding synthetic tokens entirely: qualifying tokenised securities must replicate the full rights of traditional shares, including dividends and voting, and issuers must receive notice and the right to object before a third party tokenises their stock.

The economic critique in Aaron Kaplan’s argument cuts beyond the corporate dispute. When a synthetic wrapper is created, the issuing intermediary purchases shares once as collateral; all subsequent trading flows offshore between token holders and never reaches the US exchanges where the company’s shares actually clear. Kaplan, founder of Prometheum, contends that this structure misdirects investor demand, producing no genuine uplift to a company’s market capitalisation. With Citi projecting the tokenised-equity market at $2.7 trillion by 2030, and roughly 200 US companies already tokenised synthetically, the cumulative diversion of liquidity from domestic markets is, on this reading, a material opportunity cost rather than a marginal concern.

The structural alternative Kaplan points to is a digital-twin model anchored inside existing market infrastructure. The Depository Trust Company (DTC), custodian of virtually every publicly traded US share, underpins a tokenisation service that DTCC plans to launch this year. Under that model, the token and the underlying security are a single asset held within the national clearing and settlement system, so a foreign buyer purchasing through a licensed venue effectively deepens the same order book that domestic investors trade in. The SEC’s exemption appears calibrated to channel the next wave of tokenised equities toward exactly that architecture and away from offshore synthetic intermediaries.