South Korea’s National Assembly Research Service has identified a regulatory contradiction that could reshape the governance of Naver Financial’s proposed takeover of Dunamu, the operator of the Upbit crypto exchange.
In a report to Democratic Party lawmaker Park Min-kyu, the research body flagged a potential floor-versus-ceiling conflict between the Monopoly Regulation and Fair Trade Act and the proposed Framework Act on Digital Assets. Under current Fair Trade Act rules, holding companies must own at least 50% of an unlisted subsidiary, 30% of a listed subsidiary, or 20% for venture holding companies. However, lawmakers are considering a cap of 20% to 34% on a single major shareholder’s stake in a virtual asset exchange.
Naver Financial’s reported stake in Dunamu of roughly 65% sits well above the Fair Trade Act floor and far above the proposed ceiling. The research service noted that these rules do not conflict in every case, but described a floor and a ceiling on the same stake as a potentially conflicting structure. The issue is not immediate because Naver Financial is not currently classified as a holding company; it could arise if the corporate structure changes and both regimes become binding.
The deal, approved in late November 2025, is structured as a comprehensive share swap at a 1-to-2.54 ratio, placing Dunamu under Naver Financial’s full ownership and valuing the combined entity at about 20 trillion won. Dunamu Chairman Song Chi-hyung is expected to become the largest shareholder at 19.5%, while Naver’s stake would drop to 17%. The companies have also committed to invest 10 trillion won, or about $6.8 billion, into Korean AI and blockchain development over five years.
Dunamu remains central to South Korea’s digital asset market: Cryptopolitan reported that it handled about $1.04 billion in daily spot volume in late August, more than its three nearest domestic rivals combined. If the proposed exchange ownership caps are enacted, the merged entity may need a governance redesign or shared-ownership structure to satisfy both antitrust and digital asset rules.
