In this edition, we look at the Australian Securities and Investments Commission’s (ASIC) consultation on what director and officeholder information should appear on the companies register, and who should be able to see it. In Legal, we discuss the New South Wales Supreme Court’s further orders to preserve trust assets pending the determination of related winding up applications and the sentencing of a former director to imprisonment for dishonestly using her position and for managing a corporation while disqualified.
In Over the Horizon, we consider the passage of legislation refining the mandatory merger regime administered by the Australian Competition and Consumer Commission (ACCC) and what this means for boards approving transactions.
Regulatory
ASIC seeks feedback on access to director information on the companies register.
On 11 September 2026, ASIC released Consultation Paper 391 seeking feedback on what information on the companies register should be available in the future and who should be able to access it. The consultation aims to balance transparency of important business information against privacy and safety risks, particularly given the increasing prevalence of cybercrime and impersonation scams. ASIC proposes to make more information available for free, including officeholders’ names and status, director identification numbers and director ID confirmations. Sensitive personal information such as residential addresses and dates of birth would be restricted to verified users with a clear need to access it. Access would be tiered across four user categories: general, company, business and government, with officeholders’ year of birth, residential locality and service address available to all registry users from 1 July 2027. Full implementation is expected by 1 August 2028, following the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Act 2026, enacted in July 2026. Directors should ensure current service addresses are on file for each officeholder well before the period closes. Written submissions close at 5:00pm AEST on 12 October 2026, with ASIC intending to announce its final position by early 2027.
Legal
Court acts to protect trust assets in ASIC proceedings against NSW accountant and former solicitor.
As discussed in a previous edition of Boardroom Brief, on 21 August 2026 the Court appointed provisional liquidators to 12 companies associated with Mr Edwards and appointed interim receivers over assets held by the trustee of the Deckchair Trust, pending the determination of ASIC's applications to wind up those companies. ASIC subsequently learned that Mr Edwards had purportedly changed the trustee of the Deckchair Trust to himself on 23 July 2026, before the Court’s orders. On 9 September 2026, following an urgent application by ASIC, the New South Wales Supreme Court made further orders appointing receivers over the trust assets, whether held by the current or former trustee. The court also required Mr Edwards to deliver all trust property and records and joined him as a party to the proceedings. These orders are a reminder that ASIC will act swiftly to protect assets where there are concerns about dissipation or attempts to circumvent Court orders, including by joining individuals personally. ASIC's investigation into Mr Edwards remains ongoing.
Former director sentenced to three and a half years’ imprisonment for Corporations Act offences.
On 7 September 2026, ASIC announced that former director, Ms Joanne Pellew, had been sentenced in the District Court of Western Australia to three and a half years’ imprisonment, with a non-parole period of one year and nine months. As covered in a previous edition of Boardroom Brief, a jury found Ms Pellew guilty on 2 July 2026 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). Each count carries a maximum penalty of five years’ imprisonment. Justice Howard observed that directors’ duties are imposed to prevent abuses of the corporate form. ASIC actively pursues breaches of directors' duties. Boards should ensure related-entity payments have a documented corporate purpose with appropriate approvals and verify the eligibility of anyone participating in company decision making.
Over the Horizon
Parliament passes targeted changes to Australia’s merger regime.
On 10 September 2026, the Treasury Laws Amendment (Strengthening Accountability for Tax Adviser Misconduct and Other Measures) Bill 2026 (Bill) passed both Houses of Parliament. We unpack the Bill in our recent G+T insight article. Among other measures, the Bill refines the mandatory merger regime in the Competition and Consumer Act 2010 (Cth) (CCA) in three key respects. First, non-notified acquisitions will no longer be automatically void. Instead, an acquisition is void only if the Federal Court so declares on application by the ACCC (although civil and pecuniary penalties, injunctions and divestiture orders remain available, and automatic voiding is retained where a notified acquisition is completed before receiving ACCC approval). Second, the Bill amends the CCA to define “control” for the purposes of the notification exemption (focusing on practical influence), and narrows the definition of “associate”, so that minority shareholder protection rights, dividend-policy agreements and standard arm’s length financing and governance arrangements will not of themselves make parties associates. Finally, merger parties will be able to ask the ACCC to extend the 12-month period for completing an approved acquisition by up to six months at a time, with no limit on the number of extensions. The voiding and associate changes apply to acquisitions completed on or after commencement (the day after Royal Assent). The extension mechanism is also available for acquisitions approved within the 12 months before commencement.