Dunamu, Upbit's Parent Company, and NAVER Pay May Face Minimum Shareholding Requirements in Stock Swap
According to data from the National Assembly's Legislative Investigation Office cited by Yonhap News Agency, the stock swap between Dunamu, the parent company of Upbit, and NAVER Pay, a subsidiary of NAVER, may simultaneously encounter the minimum shareholding requirements for subsidiaries under the Fair Trade Act, as well as the shareholding limit for major shareholders of virtual asset exchanges.
Currently, NAVER Pay does not seem to be a holding company; if it becomes a holding company in the future and includes the exchange as a subsidiary, two conflicting standards may apply simultaneously, necessitating a change in governance structure. The Fair Trade Act requires holding companies to hold at least 30% of listed subsidiaries and at least 50% of non-listed subsidiaries, while venture capital holding companies have a 20% requirement. The second phase of discussions on the Digital Asset Basic Law aims to set a limit on major shareholders of exchanges to reduce control concentration and conflicts of interest.
Both parties approved the stock swap in November 2025, with a ratio of approximately 1 to 2.54, and a combined entity valuation of about 20 trillion KRW. The delivery was delayed due to reviews by the Fair Trade Commission and adjustments to the Basic Law rules. Analysts have not suggested canceling the transaction but pointed out that if the top level is deemed a holding company, about 65% of Dunamu's shares would exceed the holding minimum and may also exceed the proposed exchange limit.
From a market mechanism perspective, this is an event risk arising from overlapping legislative uncertainties and merger structures: the premium of integrating a crypto exchange into an internet payment group depends on how much control can ultimately be retained. The beneficiaries are those advocating for reduced single shareholder control; the pressured side is the synergistic valuation based on full consolidation. Capital is observing the governance restructuring costs before the delivery date rather than pricing Upbit shares on the spot.
Source: Public Information
ABAB AI Insight
South Korea's Fair Trade Act stipulates that a holding company must hold sufficient shares to be considered a parent company, while the Virtual Asset Act discusses that exchanges cannot be overly concentrated in a single shareholder. If the same group wants to be both a holding company and operate an exchange, it will be caught between two sets of percentage requirements. NAVER seeks a closed loop of payment and trading traffic, while Dunamu aims for a publicly listed valuation export; the legislative office has preemptively written the conflict into the "future identity" rather than the "current contract."
The capital path involves completing the ownership transfer through the stock swap first, then gambling on the holding designation. If it maintains a non-holding status, the minimum requirement does not apply; once it opts for consolidation or tax benefits as a holding entity, it may be forced to reduce its stake in the exchange or separate the licensing entity. The 10 trillion KRW-level commitments in AI and blockchain investment serve as political lubrication for the transaction but do not exempt the shareholding formula.
Comparatively, the dismantling of circular financing by South Korean chaebols under the Fair Trade Act and Japan's separation of exchange shareholder eligibility from bank holding regulations illustrate that platform mergers are most likely to fail at the intersection of "both needing consolidation and holding a license." The industry is currently in the design phase of the collision between licensing and group laws, not the execution phase of delivery.
Structural judgments belong to regulatory changes. The mechanism is to protect subsidiary creditors and minority shareholders with minimum shareholding, while maximum shareholding prevents exchanges from becoming cash cows for major shareholders; these two objectives are compatible in ordinary industries but incompatible in licensed exchanges. Whoever first quantifies the upper limit of the Digital Asset Law will determine whether this stock swap results in successful consolidation or requires further separation.
ABAB News · Cognitive Law
- The lower limit requires you to take more, the upper limit requires you to take less, and the middle layer is the company.
- Mergers can first swap shares, and the holding identity will be calculated later.
- When payment and exchanges are combined, the conflict lies in the percentages, not the products.