South Korea weighs corporate-control tender rules and crypto exchange ownership caps

  • South Korea is advancing mandatory tender-offer rules while reviewing separate ownership caps for major shareholders of virtual asset exchanges.
  • Proposals would trigger a tender offer for 50% plus one share at an equal price after a buyer reaches 25% and becomes the largest shareholder, while exchange ownership would generally be capped at 20%, or 34% under conditions.
  • NARS identified a structural mismatch with holding-company ownership rules, but the KFTC said the frameworks pursue different policy objectives and are not generally in legal conflict.

South Korea is advancing separate reforms on mandatory tender offers during corporate-control changes and ownership limits for major shareholders of virtual asset exchanges. The tender-offer plan would require a buyer acquiring at least 25% and becoming the largest shareholder, or an existing largest shareholder buying additional shares, to offer 50% plus one share at an equal price to ordinary shareholders. Proposals under the Digital Asset Framework Act would generally cap a major exchange shareholder’s stake at 20%, with ownership of up to 34% allowed under certain conditions. The National Assembly Research Service said the cap could be difficult to reconcile with Monopoly Regulation and Fair Trade Act requirements for holding companies to own at least 50% of unlisted subsidiaries, 30% of listed subsidiaries and 20% of subsidiaries under venture holding companies. The Korea Fair Trade Commission said the regimes pursue different objectives rather than creating a general legal conflict, while the Office for Government Policy Coordination said the proposed cap could restrict market entry and likely qualify as a major regulation. The issue could affect a proposed Naver Financial-Dunamu combination if Naver Financial later qualifies as a holding company.

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