Tokenized stocks expand access, but what do investors legally own? Tessera PE founder explains

Tokenized stock transfers have reached $29.5 billion, yet significant legal ambiguity persists regarding what investors actually own when purchasing these assets. Tessera PE founder Chan Ahn warns that marketing language often obscures the distinction between direct share ownership, custodial entitlements, and synthetic contracts. In issuer-sponsored structures, tokens may represent the security itself, whereas custodial products rely on intermediaries, creating risks related to insolvency and indirect ownership. Synthetic tokens, which offer only contractual exposure, may even be classified as security-based swaps under SEC guidance. Furthermore, private company restrictions, such as board-approval requirements and underwriter lock-ups, can complicate the transferability of tokenized economic interests. Coinbase has expanded its offerings on the Base blockchain, utilizing an Abu Dhabi Global Market entity to issue tokens under Regulation S, though these remain inaccessible to U.S. persons. The lack of standardized disclosure and independent valuation for private assets traded on decentralized exchanges creates additional risks for investors who may be trading based on stale funding-round data rather than true market discovery.