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shareholding

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Upbit's parent company Dunamu has undergone changes in its stock swap transaction with NAVER: it may face conflicts regarding regulatory shareholding limits

According to a report by the Korean News Agency, the stock exchange transaction between Upbit's parent company Dunamu and NAVER Pay, a subsidiary of South Korean internet giant NAVER, may have uncertainties. Data disclosed by the Legislative Investigation Office of the Korean National Assembly indicates 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, necessitating an adjustment of the governance structure. The Korean Fair Trade Act stipulates that a holding company's shareholding ratio in listed subsidiaries must not be less than 30%, and for non-listed subsidiaries, it must not be less than 50%; for venture capital holding companies, it is 20%. Additionally, the second phase of discussions on South Korean virtual asset legislation also involves setting a shareholding limit for major shareholders of exchanges to reduce the concentration of control and the risk of conflicts of interest among specific shareholders.

The South Korean academic community questions the restriction on the shareholding ratio of major shareholders in CEX: it may be unconstitutional and inconsistent with international practices

In response to the South Korean financial authorities' discussion on limiting the shareholding ratio of major shareholders in virtual asset exchanges to the range of 15% to 20%, several scholars expressed cautious attitudes at the seminar on "The Direction of Institutionalization of Stablecoin Issuance and Trading Infrastructure" held on January 16. Professor Moon Cheol-woo from Sungkyunkwan University's Business School pointed out that forcibly compressing the shareholding ratio of major shareholders may touch upon property rights protection issues, posing a risk of unconstitutionality.He also mentioned that comparing the equity structures of Binance and Coinbase, it is not uncommon globally for founders to maintain a high shareholding ratio, and such restrictive measures may contradict the international trend of emphasizing responsible management.Additionally, Professor Kim Yoon-kyung from Incheon University believes that directly intervening in the equity structure through ratio limits is too radical and may weaken the industry's innovation and development momentum. Several experts at the meeting suggested that regulatory authorities could guide equity dispersion and compliant development by strengthening the qualification review of major shareholders and improving IPO-related systems, rather than adopting mandatory divestiture arrangements.
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