Dunamu and NAVER's stock swap may face conflicts with shareholding limits

According to a report by Yonhap News Agency, the stock swap transaction between Upbit's parent company Dunamu and a subsidiary of South Korean internet giant NAVER may have uncertainties. Data disclosed by the Legislative Investigation Office of the National Assembly of Korea shows that the related transaction may simultaneously face the minimum shareholding ratio for subsidiaries stipulated by the Fair Trade Act, as well as the maximum shareholding ratio limit for major shareholders of virtual asset exchanges.

Currently, NAVER Pay does not seem to belong to a holding company, but if it becomes a holding company in the future and includes the exchange as a subsidiary, there may be a situation where two conflicting shareholding standards apply simultaneously, thus requiring adjustments to the governance structure. The Fair Trade Act of Korea stipulates that a holding company must hold at least 30% of the shares in listed subsidiaries and at least 50% in non-listed subsidiaries; for venture capital holding companies, the requirement is 20%. The second phase of discussions on South Korean virtual asset legislation also involves the maximum shareholding limit for major shareholders of exchanges to reduce the concentration of control and the risk of conflicts of interest among specific shareholders.