National Assembly Research Service flags potential conflict between Fair Trade Act floors and proposed exchange ownership caps
South Korea’s proposed acquisition of Upbit operator Dunamu by Naver Financial has run into a new regulatory complication, after researchers warned that planned ownership caps for crypto exchanges could clash with existing holding-company rules under the Fair Trade Act.
Yonhap News Agency reported on Sept. 15 that the National Assembly Research Service had examined how a proposed cap on major shareholders of virtual asset exchanges could interact with subsidiary ownership requirements already embedded in Korean corporate law. The research service concluded that the two systems could create a structure where one rule sets a minimum shareholding level while another limits how much a major shareholder may own, though it stressed the rules should not be treated as automatically conflicting in every case because their legal purposes and subjects differ.
Two thresholds pointing in opposite directions
Under South Korea’s Fair Trade Act, a holding company generally must own at least 50% of an unlisted subsidiary and at least 30% of a listed subsidiary. The Korea Fair Trade Commission describes those minimum stakes as part of rules intended to maintain transparent holding-company structures.
The proposed digital-asset framework would work in the opposite direction if lawmakers adopt a cap on major shareholders of crypto exchanges. Discussions cited by the research service have included limits of 20% in principle, with ownership of up to 34% potentially allowed under specified conditions. Those figures remain proposals rather than finalized law, and the Financial Services Commission said in an Aug. 26 statement that no final major-shareholder cap has been decided.
The research service said that if a company subject to holding-company rules were required to maintain more than 50% of an unlisted exchange subsidiary while a digital-asset law imposed a much lower ceiling, both requirements could become difficult to satisfy simultaneously. It described the situation as one that may appear to be a conflicting structure, while stopping short of saying the laws currently clash.
Naver Financial is not a holding company, for now
The analysis does not mean Naver Financial currently violates either regime. The research service noted that Naver Financial is not presently classified as a holding company, so the Fair Trade Act subsidiary ownership rules do not immediately apply to the proposed Dunamu structure.
Under Korea Fair Trade Commission rules, holding-company status generally requires total assets of at least 500 billion won and subsidiary shareholdings whose combined value represents at least 50% of total assets. A company meeting the statutory conditions must report its conversion to the commission. The question becomes concrete only if Naver Financial’s corporate structure changes after the Dunamu transaction and it later meets those thresholds, at which point lawmakers or the companies would need to reconcile the ownership floor with any exchange ownership ceiling adopted under future digital-asset legislation.
The research body called for lawmakers to examine user protection, market fairness, corporate governance, investment incentives and interaction with existing laws when setting any final ownership restriction. It did not recommend canceling or blocking the transaction.
The deal itself: a comprehensive share swap
The transaction remains structured as a comprehensive share swap that would make Dunamu a wholly owned subsidiary of Naver Financial. The companies approved the plan in November 2025 as part of a strategy combining Naver’s AI, payments and commerce operations with Dunamu’s digital-asset infrastructure, and a July regulatory disclosure continues to state that Naver Financial intends to acquire 100% of Dunamu.
The current exchange ratio stands at 2.5422618 Naver Financial shares for each Dunamu share. Under Naver’s earlier transaction presentation, Dunamu shareholders would receive newly issued Naver Financial shares in exchange for all outstanding Dunamu equity, while Naver’s direct stake in Naver Financial would fall. Delegated voting rights from Dunamu Chairman Song Chi-hyung and Vice Chairman Kim Hyoung-nyon were expected to leave Naver with 46.5% of voting rights after completion.
A timetable that keeps slipping
The merger timetable has already changed twice while regulatory reviews continue. A July 6 disclosure moved the shareholder meeting from Aug. 18 to Nov. 19 and pushed the share exchange from Sept. 30 to Dec. 31. The filing says the schedule remains subject to further changes.
The transaction still requires competition approval, regulatory clearance connected to Naver Financial’s major shareholder structure and required notifications involving Dunamu’s ownership. The filing explicitly warns that approval delays could postpone the deal again or prevent completion.
The unresolved variable is the Digital Asset Basic Act, South Korea’s planned second-stage regulatory framework for the crypto sector, which is where any major-shareholder cap would be written into law. Until its final shape is known, the country’s largest exchange by volume sits inside a corporate transaction that Korean regulators have twice declined to clear on schedule, and the National Assembly’s own research arm is now publicly flagging how the destination rules may not fit together.
For Upbit’s users and Korea’s broader crypto market, the stakes are straightforward: the exchange handling the bulk of Korean won trading volume is being absorbed into the country’s dominant internet group, and the legislative plumbing that decides whether that structure is even lawful is still being assembled.
Naver Financial taking Dunamu was already complicated. Now the research service says the 50% holding company floor and the exchange ownership cap pull in opposite directions. This deal keeps collecting delays
the whole point of the cap was stopping one chaebol from controlling an exchange. but the Fair Trade Act wants 50% of unlisted subsidiaries. someone has to blink
the Yonhap piece did stress they are not automatically conflicting, the legal purposes differ. its a hurdle, not a wall
my money is on a carve-out getting written for the cap. the assembly will not kill the biggest consumer fintech deal of the year over a drafting clash
carve out is the obvious endgame but the FTC hates carving holes in holding company rules for one deal. more likely the cap number quietly moves to the mid 30s and both sides claim victory
a cap moved to the mid 30s defeats the whole anti-chaebol point of the rule tho. whoever blinks, someone is calling it a victory it isnt
mid 30s cap and a 50% holding floor still collide for unlisted subs. the only clean fix is exempting licensed exchanges from the holding company minimums entirely, and nobody wants to say that part out loud
exempting licensed exchanges is the obvious fix, which is exactly why it wont happen. someone will bolt it onto broader chaebol reform and it dies in committee
the licensed exchange exemption would take one line in the bill. instead we get months of committee theatre while the 500 billion won threshold ticks closer every quarter
both sides claiming victory over a cap number nobody has published yet. peak korean regulatory theater
both sides briefing reporters about a cap number the FSC already said does not exist, meanwhile the dunamu valuation keeps climbing into the review. peak theatre indeed
50% minimum stake for unlisted subsidiaries vs a 20% exchange ownership cap. someone at the research service finally read both laws at the same time lol. this upbit deal keeps finding new walls
right, and if Naver Financial restructures into a full holding company to satisfy the 50% floor, the exchange cap bites even harder. there is no structure that clears both rules
unless they split dunamu out before the holding company conversion. the exchange cap bites the license entity, the other subsidiaries dont have to sit under the same roof
splitting dunamu out doesnt actually fix it. the exchange sits outside the holding structure and the cap applies anyway, you just moved the problem one layer down the org chart
and the FSC literally said on aug 26 that no final cap has been decided. whole fight is hypothetical until the bill text actually lands
naver paying a small army of lawyers to reconcile a 50 percent floor with a cap nobody has written yet. deal closes in 2028 at this pace
the caveat that Naver Financial isnt a holding company yet is doing a lot of heavy lifting. the 500 billion won asset threshold isnt exactly unreachable
the 500 billion won threshold point is the underrated one here. naver financial crosses it the moment the deal dust settles, then the 50% floor applies for real
the 500 billion won asset threshold is basically a countdown timer. deal closes, valuations get marked up, and suddenly the 50% floor is live. restructuring later is way messier than drafting around it now
the threshold crossing mid integration is the nightmare scenario. lawyers rewriting holding structure clauses at midnight
mid integration is the nightmare scenario for sure, but the lawyers were billing by the hour either way
the markup risk is the real timer. naver closes at one valuation, regulators mark dunamu higher next review, and the 50 percent floor flips live overnight
and the valuation review hits while naver is still integrating the upbit tech stack. worst case they close the deal and immediately get told to unwind part of it
the FSC said on aug 26 that no final cap exists and everyone is arguing about it anyway. tells you everything
arguing about a number that officially doesnt exist yet is the most on brand thing about korean crypto regulation
50% floor for unlisted subs vs a cap somewhere in the 20s or 30s. someone has to blink and the assembly moves at glacier speed