Naver-Dunamu Merger Faces Regulatory Hurdle Over Ownership Rules

The National Assembly Research Service identified a structural friction point should Naver Financial transition into a holding company following its planned takeover of Dunamu. Under the Fair Trade Act, holding companies must maintain at least a 50% stake in unlisted subsidiaries to ensure corporate transparency. Conversely, lawmakers are currently debating a cap on major shareholders of crypto exchanges, with proposals oscillating between 20% and 34% to prevent market concentration.

While the research service noted that these legal frameworks serve different purposes, the simultaneous application of both could leave a company in a position where compliance with one rule forces a violation of the other. Crucially, Naver Financial is not currently classified as a holding company, meaning these specific constraints do not apply to the present transaction. However, the potential for a future shift in corporate status remains a significant regulatory variable.

Naver Financial intends to acquire 100% of Dunamu through a comprehensive share swap, a deal that has already faced two delays due to intense scrutiny from the Financial Supervisory Service and the Financial Services Commission. With the shareholder meeting set for November 19 and the share exchange slated for December 31, the companies acknowledge that final legislative decisions regarding the Digital Asset Basic Act could still alter the transaction’s viability. No final major-shareholder cap has been enacted, leaving both regulators and stakeholders navigating a shifting legal landscape.