Dunamu-NAVER Pay Share Swap Hits Regulatory Snag
TREE NEWS reports: A proposed share swap between Dunamu, the parent company of South Korea’s largest crypto exchange Upbit, and NAVER Pay, the fintech arm of internet giant NAVER, may be facing a structural regulatory conflict that could force a rethink of the deal’s governance design.
Documents disclosed by South Korea’s National Assembly Legislative Research Service indicate the transaction could simultaneously trigger two opposing ownership thresholds: the minimum subsidiary stake required under the Fair Trade Act and the maximum shareholding cap imposed on major virtual asset exchange shareholders.
The Two Conflicting Rules
- Fair Trade Act: Holding companies must own at least 30% of a listed subsidiary and 50% of an unlisted one. For venture-capital holding companies, the floor drops to 20%.
- Virtual asset exchange rules: Major shareholders of crypto exchanges face a ceiling on their ownership stake — a rule designed to prevent concentration of control over critical market infrastructure.
NAVER Pay is not currently classified as a holding company. But if it were to convert into one and fold the exchange into its subsidiary structure, both standards could apply at once — a legal deadlock that would require restructuring the group’s governance.
Why This Matters Beyond One Deal
The case exposes a deeper tension in how South Korea regulates crypto. Traditional corporate law pushes holding companies to consolidate control through minimum stakes, while crypto-specific rules push in the opposite direction, capping how much any single entity can own of an exchange.
Upbit is the dominant venue in Korea, handling the large majority of domestic trading volume. Any change to its ownership structure is systemically significant — not just for Dunamu and NAVER, but for the broader Korean crypto market, including token issuers, market makers, and retail users who rely on Upbit’s liquidity.
Forward Outlook
The two companies have several paths: abandon the holding-company conversion, restructure the swap to avoid the subsidiary trigger, or seek legislative clarification. The last option is the most consequential. If lawmakers clarify how the Fair Trade Act and virtual asset rules should interact, it would set a precedent for every future merger involving a Korean exchange.
For now, the deal remains in limbo. What began as a corporate consolidation play between two Korean tech champions has become a test case for whether the country’s crypto rulebook can coexist with its traditional conglomerate governance regime.
