In this edition, we cover revised remedies guidance from the Takeovers Panel (Panel) and the Australian Competition and Consumer Commission’s (ACCC) opposition to an acquisition proposed by Coles Group Limited (ASX: COL) (Coles) in Kalgoorlie-Boulder. We also discuss the conviction of a former Perth director for dishonest use of position and managing a corporation while disqualified.
In Over the Horizon, we consider how the Reserve Bank of Australia’s (RBA) analysis of supply shocks should affect board assumptions about project delivery, costs, margins and market disclosure.
Governance
Panel raises costs risk for obstructive conduct.
On 8 July 2026, the Panel published the seventh issue of Guidance Note 4: Remedies General, covering interim orders, declarations of unacceptable circumstances, final orders, costs orders and undertakings. The updated note is aimed at keeping Panel matters moving quickly and efficiently by reducing conduct that slows proceedings and addressing failure to answer questions directly or produce documents or other materials when first requested. The note no longer describes costs orders as the “exception to the rule.” Cost orders still do not follow automatically, and a party may bring or resist a reasonably arguable first application in a businesslike way without exposure to a costs order. However, where warranted, the Panel may award indemnity costs, order a party’s directors or legal advisers to pay costs and make an order that substantively covers a party’s legal costs. A final costs order remains available only if the Panel has made a declaration of unacceptable circumstances.
Boards involved in control transactions should keep in mind that Panel matters are expected to move quickly. Boards should have a clear response process for document collection, direct submissions and prompt escalation of information gaps.
Regulatory
ACCC blocks Coles Kalgoorlie acquisition under new merger regime.
On 1 July 2026, the ACCC decided that Coles Supermarkets Australia Pty Ltd must not proceed with its proposed lease of a vacant supermarket and liquor site in Kalgoorlie-Boulder, Western Australia. Following a Phase 2 assessment, the ACCC found that the acquisition would likely substantially lessen competition in the retail supply of groceries by supermarkets in Kalgoorlie. The mandatory merger regime commenced on 1 January 2026. Coles notified the acquisition in November 2025, before mandatory notification commenced, when notification under the new regime was voluntary. Coles and Woolworths must also notify acquisitions of supermarket businesses and certain land interests above specified size thresholds, regardless of the general monetary thresholds.
The decision highlights the expanded scope of the Competition and Consumer Act 2010 (Cth) following the 2024 reforms. The regime now extends to acquisitions of development sites in addition to operating businesses. Directors should identify notification requirements early, test market definition and counterfactual assumptions and ensure transaction documents and timetables allow for an extended ACCC review or an adverse decision.
Legal
Western Australian jury convicts former director of dishonest use of position and managing a corporation while disqualified.
On 7 July 2026, the Australian Securities and Investments Commission announced that on 2 July 2026 a District Court of Western Australia jury found Ms Joanne Jennifer Pellew guilty of three counts of dishonestly using her position as a director, contrary to section 184(2)(a) of the Corporations Act 2001 (Cth), and one count of managing a corporation while disqualified, contrary to section 206A(1)(a). The jury found that Ms Pellew made three dishonest transfers between companies she managed, totalling approximately $739,655. Ms Pellew had been disqualified from managing corporations since 20 February 2019 when she was made a bankrupt. The jury found that, while disqualified, she participated in decision-making on behalf of a company by entering a labour hire agreement with the Western Australian Country Health Service. The jury acquitted Ms Pellew of three other counts of managing corporations while disqualified. The matter is listed for sentencing on 4 September 2026. Directors should ensure that related-entity payments have a documented corporate purpose, appropriate approvals and effective controls. Boards should also verify eligibility before any individual participates in company decision-making.
Over the Horizon
Supply shocks raise the disclosure bar for project delivery and margins.
On 8 July 2026, the RBA Assistant Governor (Economic), Ms Sarah Hunter, delivered an address warning that geopolitical tensions, trade fragmentation and climate events are driving more frequent supply shocks. These shocks can simultaneously raise inflation and weaken economic activity. Ms Hunter noted that the appropriate monetary policy response depends on factors including the persistence of the supply shock, indirect and second-round effects and whether inflation expectations remain anchored. As US-Iran strikes resume and the conflict persists, the RBA may no longer consider it appropriate for monetary policy to ‘look through’ the supply shock. The implications of the continued conflict also extend beyond monetary policy. A recent G+T insight reports that Australia imports roughly 90% of its liquid fuel needs, stores substantially less than the minimum recommended by the International Energy Agency and has two major operating refineries, down from eight a little over a decade ago. Concentrated supply chains can quickly affect transport, project delivery, inventories, insurance, working capital and margins. Boards should remember that rising uncertainty does not reduce the standard for market disclosure. Instead, it increases the importance of identifying when an assumption underpinning guidance or a project update is no longer reasonable.