Naver Financial-Dunamu deal faces ownership-rule and regulatory uncertainty

  • Naver Financial and Dunamu plan a share swap that would place Upbit operator Dunamu under Naver Financial’s full ownership.
  • Proposed exchange ownership limits of 20% in principle, or up to 34% under specified conditions, could conflict with a roughly 65% Dunamu stake and Fair Trade Act requirements.
  • Regulatory and legislative uncertainty could delay the planned Nov. 19 shareholder meeting or Dec. 31 share exchange, although no basic-law prerequisite has been specified.

Naver Financial’s planned acquisition of Dunamu, the operator of Upbit, faces uncertainty over governance and timing as South Korea considers limits on major shareholders of virtual asset exchanges and digital-asset legislation remains unresolved. The National Assembly Research Service identified a potential conflict between the Monopoly Regulation and Fair Trade Act’s subsidiary ownership requirements and a proposed Framework Act on Digital Assets, while Daishin Securities said delays related to the U.S. CLARITY Act could reduce momentum for South Korean legislation. Daishin analyst Jung Hae-chang said the combination could face further delays, although a basic digital-assets law has not been explicitly designated as a mandatory prerequisite for the deal. The Financial Services Commission said no ownership cap has been finalized. The companies’ planned share swap values the combined entity at about 20 trillion won and includes a five-year, 10 trillion won investment in South Korea’s AI and blockchain technology.

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