Robinhood’s OpenAI Tokens Walk a Legal Tightrope, Says Crypto Lawyer

Robinhood’s plan to democratize private equity with tokenized startup shares may be bold, but it could have unintended legal consequences, warned Florida-based crypto lawyer John Montague in an interview with CoinDesk, who cited risks of lawsuits, regulatory blowback, and investor losses in the event the platform goes bankrupt.

Robinhood recently launched a new product for European users that offers tokenized exposure to private companies like OpenAI. These tokens aren’t actual shares; they represent fractional interests in a special purpose vehicle (SPV). While Robinhood argues that this opens access to deals previously only accessible to the elite, OpenAI is firm in saying the offering is unauthorized and legally questionable.

Montague acknowledges the ambition behind the product but warns that it flirts with serious legal consequences.

“I think private companies may also initiate lawsuits alleging that this violates their governance documents, shareholders' agreements, investor rights agreements, or bylaws,” he said. "I view it as the issuer’s right to control the terms of transfer."

In April, another AI startup, Figure AI, sent cease-and-desist letters to unnamed brokers who were selling its shares on the secondary market, according to TechCrunch.

"We do not allow secondary market trading in our shares without board authorization, and the company will continue to protect itself against unwanted third-party brokers in the market,” Figure AI told TechCrunch at the time.

Montague expects this trend to continue.

"If a secondary market participant acquires shares and then violates the company’s Bylaws, Shareholders Agreement, or Investor Agreement (such as by forming an SPV or reselling to other investors), it’s likely a straightforward breach of contract, and the issuer would be entitled to injunctive relief," he continued.

Regulators have begun to take notice, and there are also securities laws to consider.

In a statement released on Wednesday, SEC Commissioner Hester Peirce said — without naming Robinhood specifically — that tokenized equity offerings are indeed securities and market participants must adhere to federal securities laws when using these instruments.

"Distributors of tokenized securities must consider their disclosure obligations under the federal securities laws," she said in her statement.

There's also the question of bankruptcy.

Linqto, which offers similar services to Robinhood for structured exposure to startups, recently filed for bankruptcy, raising a significant question mark about what will happen to the token holders of the equity.

“If Robinhood went bankrupt, I do not think any stock they have in a SPV would be specifically slotted to those holders in bankruptcy court,” Montague said.

Montague also warned that the structure could inflate a bubble in private markets, as retail demand piles into tokens that offer economic exposure without true ownership.

Detached from voting rights or board oversight, these synthetic assets risk becoming purely speculative instruments, fueling hype without substance and leaving investors exposed when sentiment shifts.

But Montague said he remains optimistic. While he said that regulatory pathways for offering tokenized equity via an SPV or derivatives on private company stock remain underdeveloped and unclear, Robinhood's bold steps are the action the industry needs to force some clarity.

"They’re taking a real risk by rolling out these products, but I think the extra liquidity in private stock will benefit the entire industry," he said.

Read more: Robinhood Says OpenAI Stock Tokens Backed by Special Purpose Vehicle