[Edaily Kim Hyun-ah Reporter Kang Min-gu] As the schedule for the comprehensive stock swap between Naver Financial and Dunamu has been postponed yet again, the enforcement decree of the Specific Financial Information Act (SFIA)—currently under legislative notice—has emerged as a key variable in the merger’s success. While the Fair Trade Commission’s delay in reviewing the business combination is the official reason for the postponement, industry insiders view the SFIA enforcement decree—which significantly tightens eligibility criteria for major shareholders of virtual asset service providers—as a key factor that will determine the outcome of future licensing procedures.

Naver (NAVER(035420)) announced in a regulatory filing that it has postponed the general shareholders’ meeting for the comprehensive stock swap between its subsidiary Naver Financial and Dunamu from August 18 to November 19, and the stock swap date from September 30 to December 31—each by approximately three months.

The company stated that the postponement was necessary to allow for the completion of relevant regulatory procedures, including the Korea Fair Trade Commission’s approval of the business combination, approval of the change in Naver Financial’s major shareholder, and acceptance of Namuga Co.,Ltd.’s notification of a change in its major shareholder.

Industry observers cite the eligibility review of major shareholders as the biggest variable in this process. The amendment to the Enforcement Decree of the Special Act on Financial Transactions, which was proposed for public comment last March, added a history of violations of various laws—including the Fair Trade Act, the Act on the Punishment of Tax Crimes, and the Act on the Aggravated Punishment of Specific Economic Crimes—as grounds for disqualification in the vetting of major shareholders of virtual asset service providers. These eligibility criteria for major shareholders apply not only to the initial approval of a change but also to the renewal review conducted every three years.

The point of contention is that the Enforcement Decree of the Special Financial Transactions Act lacks the exceptions regarding the “application of joint liability provisions” and “minor legal violations” found in existing financial laws such as the Banking Act and the Capital Markets Act.

The IT industry is concerned that such a one-size-fits-all standard could amount to excessive regulation for large platform companies. Given the nature of these companies, which operate a wide range of businesses, there is a possibility that joint liability provisions could be applied due to misconduct by executives or employees, or that even minor legal violations occurring in the course of business could lead to disqualification as a major shareholder.

In particular, platform companies like Naver, which operate diverse businesses such as e-commerce, content, gaming, and advertising, are relatively more likely to be subject to various regulatory laws, including the Fair Trade Act. It has been pointed out that even matters not directly related to the virtual asset business could influence the eligibility review for major shareholders. The industry believes that this issue is not limited to Naver but could apply to all domestic ICT companies seeking to expand into fintech and virtual asset businesses.

Accordingly, the industry argues that the Enforcement Decree of the Special Financial Transactions Act should include exemption provisions equivalent to those in existing financial laws. Specifically, cases subject to joint liability provisions—where a corporation is deemed to have fulfilled its duty of due care through internal controls—should be excluded from grounds for disqualification, and financial authorities should be granted the discretion to grant exemptions in cases of minor violations.

Attention is now focused on the plenary session of the Regulatory Rationalization Committee scheduled for July 24. At this meeting, the eligibility screening criteria for major shareholders under the SFTA Enforcement Decree are set to be formally discussed. The industry is watching closely to see if this discussion will serve as an opportunity to resolve the regulatory uncertainty revealed by the Naver-Dunamu case. Once the amendments to the Enforcement Decree are finalized through the Regulatory Rationalization Committee, they are scheduled to take effect in August.

Kim Jong-seung, CEO of X-Crypton and a virtual asset expert, stated, “The virtual asset market is rapidly shifting from an exchange-centric model to a digital financial infrastructure encompassing payments, custody, and asset management.” He added, “Regulations, too, need to go beyond simple entry barriers and be designed with a focus on managing conflicts of interest following mergers and acquisitions, protecting customer assets, and ensuring internal controls.”

He went on to point out, “If overly strict ownership structure regulations create prolonged uncertainty regarding mergers and acquisitions and strategic investments, service innovation and the expansion of the market ecosystem could also be delayed.”

An IT industry official remarked, “The cases of Naver and Dunamu are not merely issues specific to individual companies, but rather examples that highlight the institutional limitations revealed as domestic ICT companies enter the fintech and virtual asset industries,” adding, “We hope that, through the Regulatory Rationalization Committee, enforcement decrees will be revised to ensure regulatory parity with the financial sector.”