Naver-Dunamu Merger Faces Major Shareholder Hurdle Ahead of Aug. 20 Rule Change

Tighter screening of crypto major shareholders starts in August

Naver fined for violating fair-trade law

Law firms mobilized in three-month push for approval

A planned merger between Naver Financial, South Korea’s largest simple payments provider, and Dunamu, operator of the country’s biggest virtual-asset exchange Upbit, has hit a hurdle over major-shareholder eligibility. Under amendments to the Act on Reporting and Use of Certain Financial Transaction Information set to take effect on Aug. 20, Naver would be unable to become the merged company’s controlling shareholder because it was found guilty of violating the fair-trade law. Naver Financial and Dunamu are racing to complete merger approvals before the revised law takes effect.

The revised law, which takes effect on Aug. 20, strengthens screening of major shareholders in virtual-asset businesses, according to the investment-banking industry on May 5. Until now, only chief executive officers were subject to the review. The amendment expands that scrutiny to controlling shareholders. Major shareholders and executives of virtual-asset businesses are barred from operating the business if they have received a fine or heavier punishment under laws including the fair-trade law, the Virtual Asset User Protection Act and the Capital Markets Act.

Naver was fined 200 million won ($145,000) by a court in September 2025 for violating the fair-trade law. It was accused of abusing its dominance over real-estate listing platforms and trying to block rival Kakao’s entry into the market. An administrative lawsuit over a surcharge imposed by the Fair Trade Commission is also still under way after the antitrust regulator accused Naver of manipulating its shopping and video search algorithms.

After Aug. 20, Naver would lose its qualification as a major shareholder of a virtual-asset business, an industry official said. The companies are therefore under internal pressure to complete all approval procedures within three months. Naver has hired three to four large law firms to speed the licensing and approval process.

Naver Financial and Dunamu have been under Fair Trade Commission review since filing for business-combination approval in late November 2025. The review period is 30 days from the filing date, though it can be extended by up to 90 days. Time spent correcting or supplementing documents is excluded, so the actual review often takes longer.

With the antitrust review dragging on, Naver Financial and Dunamu postponed an extraordinary shareholders’ meeting for a comprehensive share swap to Aug. 18 from May 22, just before the revised law takes effect. If the swap is completed, the ownership structure would become Naver-Naver Financial-Dunamu. Existing Dunamu shares would be converted into Naver Financial shares, and Dunamu would become a wholly owned subsidiary of Naver Financial.

Separate from the Fair Trade Commission review, the companies still face a major-shareholder eligibility review by financial authorities. Naver Financial, as a MyData operator, is subject to a major-shareholder review under the Credit Information Act. Financial authorities examine whether major shareholders have violated financial-related laws in the past, according to an investment-banking industry official. Naver’s fair-trade law violation could become another obstacle in that process.

Ahn Dae-gyu / Song Eun-kyung, Korea Economic Daily reporters powerzanic@hankyung.com