In this edition, we cover the disqualification of a director linked to the collapsed Mansa Group by the Australian Securities and Investments Commission (ASIC). In our Regulatory Section, we report on the Federal Court's record penalties against collapsed contracts for difference (CFD) issuer Union Standard International Group Pty Ltd (Union Standard), and on a recent Australian Competition and Consumer Commission (ACCC) enforcement outcome involving JB Hi-Fi Limited (ASX: JBH) (JB Hi-Fi). In Legal, we consider a rare guilty plea in criminal proceedings under the takeovers provisions of the Corporations Act 2001 (Cth) (Corporations Act).
In Risk Radar, we consider the Reserve Bank of Australia's (RBA) monetary policy decision on 16 June 2026 to leave the cash rate target unchanged, together with its latest analysis of geopolitical risk, and what this means for directors.
Governance
ASIC disqualifies Mansa Group director for the maximum five-year period.
On 12 June 2026, ASIC disqualified Mrs Shashikumari Agrawal from managing corporations for five years, the maximum period under section 206F of the Corporations Act. Mrs Agrawal and her husband managed a group of companies used for the funding, acquisition and development of property in Sydney, known as the Mansa Group. ASIC’s decision followed Mrs Agrawal’s involvement in the failure of eight companies in the Mansa Group, which collapsed in 2023 and currently owe over $76.8 million to at least 272 unsecured creditors. On 7 November 2025, her husband, Mr Krishnakumar Agrawal, was sentenced to four years and ten months' imprisonment for forgery and dishonesty offences arising from his involvement in the Mansa Group. ASIC considered that, although Mr Agrawal was the controlling mind of the Mansa Group, Mrs Agrawal showed a disregard for the law and the proper management of the eight failed companies of which she was a director. Mrs Agrawal has the right to seek a review of ASIC's decision by the Administrative Review Tribunal. The disqualification demonstrates that directors cannot adopt a passive role in corporate governance as even if another person is the controlling mind of the company, ASIC expects accountability for company failures from each director. The practical message is that each director is expected to stay actively engaged in company oversight, particularly where a group is under financial pressure.
Regulatory
Federal Court orders record $300.2 million in penalties over Union Standard CFD misconduct.
On 12 June 2026, ASIC announced that the Federal Court had ordered penalties totalling $300.2 million against Union Standard and its two former authorised representatives, Maxi EFX Global AU Pty Ltd (trading as EuropeFX) and BrightAU Capital Pty Ltd (trading as TradeFred), for systemic unconscionable conduct and other contraventions of the law between 2018 and 2020. ASIC Chair, Ms Sarah Court, said the penalties were the highest ever secured in connection with an ASIC matter, and reflected the “egregious nature of CFD issuer misconduct in this case”. As the Australian financial services (AFS) licensee that authorised EuropeFX and TradeFred, Union Standard was held liable for their conduct, the decision reinforces that AFS licensees cannot outsource responsibility for misconduct carried out under their licence. The Court also ordered EuropeFX to refund customers' net deposits and permanently restrained it from carrying on a financial services business. The orders have been temporarily stayed until 13 July 2026. Directors of AFS licencees should keep in mind that ASIC will expect licensees to actively supervise and test the conduct of authorised representatives.
JB Hi-Fi refunds consumers over alleged misleading “was/now” pricing.
On 11 June 2026, the ACCC reported that JB Hi-Fi had begun refunding more than $250,000 to 206 affected consumers who bought products advertised with allegedly misleading discounts. The ACCC alleged that JB Hi-Fi promoted 17 products with an erroneous discount, 11 of which were sold. The ACCC noted that the pricing issues were largely due to system and human errors, some of which JB Hi-Fi had addressed before the investigation, and that JB Hi-Fi cooperated with the investigation and took steps to prevent similar issues in future. Misleading pricing remains an ACCC enforcement priority, although the ACCC resolved this matter administratively without taking further formal enforcement action given JB Hi-Fi's cooperation and compensation to affected consumers and the small number of affected products. As the end-of-financial-year sale season begins, directors of consumer-facing businesses should review their promotional pricing (including price comparisons) for compliance with the Australian Consumer Law.
Legal
Palmer Leisure Coolum Pty Ltd pleads guilty to takeover law breaches.
On 8 June 2026, ASIC announced that Palmer Leisure Coolum Pty Ltd had pleaded guilty in the Brisbane Magistrates Court to breaching section 631(1) of the Corporations Act. The charge against Mr Clive Palmer, for his involvement as a director of Palmer Leisure Coolum Pty Ltd, has been adjourned to 16 September 2026. A person contravenes section 631 if that person publicly proposes to make a takeover bid for the securities in a company and fails to make offers for the securities (on terms and conditions that are the same as or not substantially less favourable than those in the public proposal) within two months. On 12 April 2012, Palmer Leisure Coolum Pty Ltd lodged a bidder’s statement with ASIC in respect of an offer to acquire all the shares in The President's Club Ltd. In the subsequent two months, no offer was made to the members of The President’s Club Ltd. In addition to Takeovers Panel and civil court proceedings, criminal proceedings in connection with the breach were commenced by the Office of the Commonwealth Director of Public Prosecution on referral from ASIC. While criminal prosecution of the takeover provisions in Chapter 6 of the Corporations Act is rare, directors should be aware that bid conduct rules may carry criminal liability in addition to civil penalties. Before taking any step that could affect control of a company, boards should obtain targeted legal advice on restrictions under takeover law, available exceptions and related disclosure obligations.
Risk Radar
RBA holds rates, but cost pressures remain.
On 16 June 2026, the RBA’s Monetary Policy Board determined to leave the cash rate unchanged at 4.35%, with annual inflation at 4.2%. In its May Statement on Monetary Policy, the RBA noted inflation is likely to remain above the 2–3% target range for some time. For boards, the pause should not be read as a lower-cost environment. The RBA’s latest guidance continues to point to pressure on capital allocation, refinancing costs and covenant headroom.
In a Bulletin article published on 9 June 2026, the RBA set out a framework for how geopolitical shocks can affect financial stability, including through market disruption, operational distribution, cyber risk, sanctions and other policy responses. As discussed in recent editions of Boardroom Brief, the Middle East conflict and the scheduled 30 June expiry of the temporary fuel-excise reduction continue to put pressure on costs and disclosure settings. Director sentiment reflects the strain. The latest Director Sentiment Index released by the Australian Institute of Company Directors found that 41% of directors believe that the current RBA monetary settings could drive a significant increase in insolvencies and 84% expect further interest rate rises within six months.