Naver-Dunamu merger clears FIU rule issue, but antitrust review remains

Regulatory relief under financial rules

The eased hurdle relates to South Korea’s Act on Reporting and Use of Specific Financial Transaction Information, also referred to as the Special Financial Transactions Act. A presidential Regulatory Reform Committee recommended that the Financial Intelligence Unit add an exemption clause to planned revisions of the act’s enforcement decree.

Under the original proposal, a virtual-asset business report would have been rejected across the board if a major shareholder had a record of violating economic laws, including the Fair Trade Act. The committee’s growth subcommittee said that approach was too broad after criticism that it treated minor violations and corporate joint-penalty provisions the same way. Its recommendation was aimed at creating exceptions rather than applying a uniform ban.

That adjustment could lessen concerns about whether Naver would qualify as a major shareholder in a merged structure. The issue had drawn attention because Naver is currently standing trial on allegations that it violated the Fair Trade Act in connection with its real estate information service.

FTC says merger review is separate

Despite that recommendation, the Fair Trade Commission made clear that the committee’s move does not settle the broader regulatory question around the transaction. According to an FTC official cited in the report, the shareholder-qualification rules under the Special Financial Transactions Act and the antitrust review of a business combination serve different legal purposes.

In the commission’s view, standards in the enforcement decree govern whether a major shareholder is eligible, while the FTC’s task is to determine whether a merger would restrict competition or create monopoly risks under antitrust law. The agency said it will closely examine the effect of the proposed combination on the relevant market under applicable laws and regulations.

Competition concerns around Naver and Dunamu

The antitrust review centers on the scale and reach of the two companies. Naver is described in the report as South Korea’s largest search and platform company, while Dunamu operates Upbit, the country’s biggest virtual-asset exchange.

Regulators are focused on whether bringing together Naver’s platform reach, payment infrastructure, data and user base with Dunamu’s crypto trading business could disadvantage competing services or narrow consumer choice. In other words, even if financial-sector rules become less restrictive, the transaction still must pass scrutiny over whether the combined company could use those assets in ways that shut out rivals.

What has changed and what has not

The latest development removes some uncertainty around one rule that had been seen as a potential barrier to the merger. But it does not amount to approval of the deal itself. The reform committee issued a recommendation on the FIU-related decree, not a final antitrust determination, and the FTC said its assessment will proceed independently.

That leaves the proposed Naver-Dunamu tie-up in a two-track regulatory picture: one part concerns shareholder eligibility under financial rules, and the other concerns whether the merger would limit competition in South Korea’s digital platform, payments and crypto markets.

The case illustrates how large technology and crypto-related combinations can face overlapping but distinct reviews. Even when one regulatory standard is relaxed, competition authorities may still weigh the broader effect a tie-up could have on market structure and consumer choice.