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shareholding

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South Korea's Financial Services Commission: Restricting Shareholding in Virtual Asset Exchanges to Strengthen Regulatory Responsibility

According to a report by the Korean News Agency, the Chairman of the Financial Services Commission, Lee Ik-yeon, stated that the provisions regarding the shareholding restrictions for major shareholders of virtual asset exchanges in the ongoing "Digital Asset Basic Law" are not influenced by specific individuals, but rather consider the need for exchanges to bear higher public responsibilities after institutionalization.Lee Ik-yeon mentioned during the National Assembly's Political Affairs Committee Financial Committee's national governance inspection that currently, South Korean virtual asset exchanges operate under a system of updating declarations every three years. However, after the implementation of the "Digital Asset Basic Law," exchanges will transition to a licensed institutional operation model. He noted that exchanges have infrastructure attributes, thus requiring public nature and responsibility that match their status.Previously, South Korean lawmakers questioned why the original proposal from the Financial Services Commission did not include shareholding restrictions for major shareholders, whether the relevant provisions were influenced by external factors, and pointed out that if enforced, major shareholders and potential acquirers of South Korean exchanges might need to sell shares worth trillions of Korean won.In response, Lee Ik-yeon stated that the government is currently drafting relevant legislation, and the specific content of the shareholding restrictions can be further coordinated during the National Assembly review process, emphasizing that all opinions will be fully reflected in the design. He also mentioned that the government proposal for the "Digital Asset Basic Law" is undergoing final coordination and will be submitted as soon as possible, although no specific timeline has been announced.

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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