TL;DR:
- National Assembly Research Service warned Naver Financial’s Dunamu takeover could face conflicting ownership rules if Naver later becomes a holding company.
- Fair Trade Act requirements could force minimum subsidiary stakes above a proposed crypto-exchange ownership ceiling, creating a regulatory floor-versus-ceiling conflict.
- The deal values the combined group near 20 trillion won and includes a 10 trillion won commitment to Korean AI and blockchain development over five years.
Korea’s National Assembly Research Service has warned that Naver Financial’s planned takeover of Dunamu, operator of Upbit, could run into a structural governance conflict under competing ownership rules. The concern arises if Naver Financial later qualifies as a holding company. The issue is that one law may require Naver to own more of Dunamu while another could force it to own less. South Korea’s Fair Trade Act requires holding companies to maintain minimum stakes in subsidiaries, while the proposed Framework Act on Digital Assets could cap how much of a crypto exchange one major shareholder may control.
Under current Fair Trade Act rules, a holding company must own at least 50% of an unlisted subsidiary, 30% of a listed subsidiary, or 20% when operating as a venture holding company. The proposed crypto ownership cap under debate ranges between 20% and 34%. That creates a potential floor-versus-ceiling problem if both rules apply to the same corporate structure. Naver Financial’s roughly 65% Dunamu stake already sits comfortably above the Fair Trade Act floor but far beyond the possible digital asset ownership ceiling being considered by lawmakers under the proposed rules.
Naver-Dunamu Structure Could Require a Governance Redesign
The research service emphasized that the conflict is not immediate because Naver Financial is not currently classified as a holding company, meaning the subsidiary ownership requirements do not yet apply. The risk emerges if its corporate structure changes later and both regulatory regimes become binding at the same time. In that scenario, the company could face pressure to restructure governance or adopt a shared-ownership arrangement capable of satisfying both antitrust and digital asset rules, depending on the final wording lawmakers approve.
Naver Financial and Dunamu approved a share swap in late November 2025 that would place Dunamu under Naver Financial’s full ownership. The transaction uses a 1-to-2.54 exchange ratio and values the combined group at roughly 20 trillion won. Dunamu Chairman Song Chi-hyung is expected to become the largest shareholder with 19.5%, while Naver’s stake would fall to 17%. The deal therefore reshapes both control and ownership at a moment when Korea is still defining the rules for major shareholders in crypto exchanges. The companies have also pledged to invest 10 trillion won, about $6.8 billion, in Korean AI and blockchain development over five years.
