NAVER(035420), which is set to acquire Dunamu, now has to throw everything into its upcoming trial to reduce a 200 million won fine it received last year for allegedly violating the Fair Trade Act. For NAVER(035420) to be recognized as Dunamu's largest shareholder, it must pass a review by the financial authorities, and there have been cases where the qualification to be a major shareholder of a financial company was revoked over a past fine in the tens of millions of won.
According to the financial sector on the 7th, NAVER(035420) is proceeding with related procedures to acquire Dunamu, the operator of Upbit, through a comprehensive stock exchange. A corporate merger review by the Korea Fair Trade Commission and a major shareholder eligibility review by the Financial Services Commission are underway.
Recently, the government revised the enforcement decree of the Act on Reporting and Using Specified Financial Transaction Information to ease the criteria for major shareholder eligibility reviews. Previously, when a virtual asset business operator filed a report, if a major shareholder committed a statutory violation that constituted a disqualification reason, the report was rejected regardless of the severity of the offense.
By contrast, under the amendment, if the head of the Financial Intelligence Unit under the Financial Services Commission judges that "the degree of legal violation is minor," the report may be exceptionally accepted. Authorities will also consider whether the punishment was imposed under the joint penal provisions. The joint penal provisions allow both the individual—such as an employee or agent who violated the law in connection with work—and the company to be punished together. The amendment takes effect on the 20th.
It is favorable for NAVER(035420) that it was punished under the joint penal provisions. Still, it is hard to say whether the authorities will view this case as minor. NAVER(035420)'s Fair Trade Act violation has monopolistic characteristics, and the fine is 200 million won. Even within the industry, some say "it is hard to see this as a minor case."
Earlier, while partnering with real estate information firms to provide listings, in 2015, when Kakao(035720) moved to launch a similar service and contacted partner firms, NAVER(035420) added a clause to renewal terms stating, "Do not provide real estate listings supplied to NAVER(035420) to any third party."
Prosecutors indicted NAVER(035420) in 2022 on charges of violating the Fair Trade Act. On Sep. 2025, the first-instance court said, "As a market-dominant business operator, NAVER(035420) blocked competitors' market entry and strengthened its monopolistic position," and imposed a fine of 200 million won.
There have been cases where even a smaller fine made it hard to be recognized as a qualified major shareholder of a financial company. In 2018, Kakao Pay(377300) began procedures to acquire Baro Investment & Securities, but a summary judgment fine of 100 million won imposed by a court on Kim Beom-su, the Kakao founder, for failing to report an affiliate (a Fair Trade Act violation) became an issue. As a result, the major shareholder eligibility review itself was halted, and the process resumed only after Kim was acquitted by the Supreme Court. Kakao Pay acquired Baro Investment & Securities in 2020, two years after the acquisition effort began.
There was even a case where the qualification as a major shareholder was stripped. In 2019, KT(030200) sought to raise its equity in Kbank(279570) from the existing 10% to 34%, but a 70 million won fine in 2016 for collusion in a subway advertising bid (a Fair Trade Act violation) became a problem. Having failed to obtain approval as Kbank's major shareholder, KT had to transfer all its shares to its subsidiary, BC Card.
NAVER(035420) changed its first-trial defense team and newly hired former-judge attorneys from Kim & Chang. It also additionally retained the law firm HwaHyun, which previously handled the trial of SK Group Senior Vice Chairman Choi Jae-won's breach of trust and embezzlement case. At the first appellate hearing on the 9th of last month, NAVER(035420)'s defense team argued, "If the original judgment is upheld, the defendant will face disadvantages that cannot be measured by the amount of the fine, such as the derailment of entry into financial services or global business plans."