Naver-Dunamu Deal Gets Green Light as Panel Urges Looser Crypto Shareholder Rule

A proposed deal to make Dunamu a subsidiary of Naver Financial through a comprehensive share swap moved a step closer after a presidential advisory panel urged the government to soften a key rule revision.

The Regulatory Reform Committee on July 24 recommended that the government add exemptions to a revised enforcement decree of the Act on Reporting and Use of Certain Financial Transaction Information, the rule seen as the main obstacle to the transaction. The decree revision would tighten eligibility reviews for major shareholders.

According to financial industry officials, the committee made the recommendation after reviewing the Financial Services Commission's proposed amendment at a growth subcommittee meeting at the Government Complex Seoul. The panel determined that uniformly rejecting filings by virtual-asset businesses without considering the severity of legal violations could be an excessive restriction relative to the purpose of the regulation. It is understood to have called for revisions in line with the Capital Markets Act.

The core of the revised decree is the major-shareholder eligibility review for virtual-asset businesses. When the Financial Services Commission gave notice of the amendment in March, it included past violations of economic laws such as the Fair Trade Act, the Punishment of Tax Evaders Act and the Act on the Aggravated Punishment of Specific Economic Crimes as grounds for rejecting a filing.

That would allow authorities to reject a report on a change in the major shareholder of a virtual-asset business if that shareholder had a record of violating those laws.

The issue was that the draft contained no exemptions based on the seriousness of a violation. Even minor breaches, or cases in which a corporation was punished under joint penalty provisions for an individual's misconduct, would be reflected in the shareholder eligibility review without exception.

That raised concerns that Naver would be at a disadvantage if the decree took effect in its original form. In September 2025, the company was fined 200 million won in a first-instance ruling for abusing its dominant position in real-estate information services to block Kakao's entry into the market, in violation of the Fair Trade Act. The case is now on appeal.

The committee's recommendation removes one hurdle for Naver, but uncertainties remain. The Korea Fair Trade Commission has yet to complete its review of the business combination, and a Digital Asset Basic Act being pushed by the government and the ruling party could also affect the deal.

Naver and Dunamu, which have delayed the share-swap schedule twice, will hold a shareholder meeting on Nov. 19 to approve the exchange. The share-swap date is set for Dec. 31.

Park Si-on, Hankyung.com reporter ushire908@hankyung.com