Naver Financial's planned 20 trillion won acquisition of Upbit operator Dunamu faces a potential regulatory conflict in South Korea. An analysis by the National Assembly Research Service warns that if Naver Financial later qualifies as a holding company, the Fair Trade Act's 50% minimum ownership floor for unlisted subsidiaries would clash with a proposed 20% to 34% major-shareholder cap under the pending Digital Asset Basic Act. The transaction has already been delayed twice to December 31, 2026, amid ongoing regulatory reviews.
Naver Financial–Dunamu acquisition structure
- ▪Naver Financial and Dunamu pledged to invest 10 trillion won ($6.8 billion) over five years into developing South Korea's artificial intelligence and blockchain technology.
- ▪The exchange ratio for the transaction is set at 2.5422618 Naver Financial shares for each Dunamu share, valuing the combined entity at approximately 20 trillion won.
- ▪Naver Financial plans to acquire 100% of Upbit operator Dunamu through a comprehensive share swap that was approved by the companies in November 2025.
Fair Trade Act ownership minimums
- ▪The Korea Fair Trade Commission states that minimum subsidiary stakes are intended to maintain transparent holding-company structures.
- ▪South Korea's Monopoly Regulation and Fair Trade Act requires holding companies to own at least 50% of shares in unlisted subsidiaries and at least 30% of listed subsidiaries.
Proposed crypto exchange ownership caps
- ▪South Korea's Financial Services Commission stated on August 26, 2026, that no final major-shareholder stake cap for virtual asset exchanges has been decided.
- ▪South Korean lawmakers are debating a major-shareholder ownership cap of 20% to 34% for virtual asset exchanges under the proposed Digital Asset Basic Act.
Holding company classification threshold
- ▪Under Korea Fair Trade Commission rules, holding-company status requires total assets of at least 500 billion won and subsidiary shareholdings representing at least 50% of total assets.
- ▪The National Assembly Research Service stated that Naver Financial is not currently classified as a holding company, meaning Fair Trade Act subsidiary rules do not immediately apply.
Transaction timeline delays
- ▪The Dunamu transaction requires competition approval, regulatory clearance of Naver Financial's major shareholder structure, and notifications regarding Dunamu's ownership.
- ▪South Korea's Financial Supervisory Service ordered Dunamu to correct transaction disclosures regarding its future restructuring plans and investment-related information.
- ▪Naver Financial delayed its scheduled Dunamu share swap from September 30, 2026, to December 31, 2026, and pushed its shareholder meeting to November 19, 2026.
Regulatory conflict analysis
- ▪The National Assembly Research Service noted that the conflict stems from the Fair Trade Act's 50% ownership floor and the proposed crypto law's lower ownership ceiling.
- ▪The National Assembly Research Service warned that a regulatory conflict could arise if Naver Financial later qualifies as a holding company after acquiring Dunamu.
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