In this edition, we discuss the proceedings commenced by the Australian Securities and Investments Commission (ASIC) against AVZ Minerals Limited (ASX:AVZ) (AVZ) and two of its directors for disclosure failures. We then explore ASIC’s enforcement priorities for 2026 and the proceedings against financial advisers and a research house linked to the collapses of the Shield and First Guardian Master Funds. We also cover the Takeovers Panel’s decision to decline to conduct proceedings in relation to the affairs of PointsBet Holdings Ltd (ASX:PBH) (PointsBet).
In Over the Horizon, we consider the new energy and emissions policy adopted by the Liberal Party, which includes a commitment to remove Australia’s net zero target.
Regulatory
ASIC commences proceedings against AVZ Minerals and two directors over disclosure failures
On 11 November 2025, ASIC announced it had commenced proceedings in the Federal Court of Australia against AVZ and two of its directors for alleged breaches of continuous disclosure obligations and misleading and deceptive conduct concerning the company’s Manono lithium project in the Democratic Republic of the Congo. ASIC alleges that AVZ did not promptly disclose an escalating legal dispute about project ownership to the market for nearly 12 months, and that Managing Director Nigel Ferguson and Technical Director Graeme Johnston breached their duties as directors by authorising or permitting the release of ASX announcements that were false or misleading or omitted key facts. This case underscores the importance of disclosing entities (including public listed entities) and their directors for making timely, accurate disclosures to the market, particularly where they have overseas operations.
ASIC announces 2026 enforcement priorities
On 13 November 2025, ASIC announced its 2026 enforcement priorities, which aim to better protect consumers from financial harm and uphold market integrity. The new enforcement priorities include:
Misleading pricing practices impacting the cost of living.
Poor practices in the private credit sector.
Financial reporting failures, including non-lodgement of financial reports.
Failures by insurers in handling claims and complaints.
The new enforcement priorities reflect emerging risks in the Australian market and clearly indicate where the corporate regulator will focus its attention in the year ahead. ASIC will also have regard to its continuing and enduring enforcement priorities. These priorities include investigating and prosecuting insider trading, protecting First Nations and vulnerable consumers, acting against systemic failures, upholding market integrity and ensuring a strong, efficient and fair financial system.
ASIC takes action in relation to collapses of the Shield and First Guardian Master Funds
On 13 November 2025, ASIC announced three connected actions relating to the collapse of the Shield Master Fund and First Guardian Master Fund:
Civil penalty proceedings against Interprac Financial Planning Pty Ltd for failures to comply with best interest obligations and for failing to have adequate risk management systems, resulting in its authorised representatives advising approximately 6,843 clients to invest around $677 million of their superannuation in the Funds.
An application for leave to commence civil penalty proceedings against MWL Financial Services Pty Ltd, its former director Nicholas Maikousis and Imperial Capital Group Australia Pty Ltd for providing inappropriate advice to at least 556 clients to invest approximately $114 million of their superannuation into the Shield Master Fund, resulting in Imperial Capital Group Australia Pty Ltd receiving (through a related entity) approximately $12.8 million in payments for client referrals and the promotion of the Fund.
Civil penalty proceedings against SQM Research Pty Ltd alleging that reports published in 2021–2022 containing ‘Favourable’ ratings of the different classes of the Shield Master Fund did not accurately depict the standard, quality, value or grade of the Fund. ASIC further alleges that these reports reflected deficient processes, including failures to obtain key information, to consider inconsistencies in the information received and to accurately state related‑party management and asset allocation.
The proceedings reflect the key role that research houses and financial advisers have in ensuring that market participants are not unduly exposed to poor quality investments or unsuitable financial products. They also highlight the importance of recommendations or endorsements of financial products being underpinned by robust governance procedures.
Legal
Takeovers Panel declines to conduct proceedings over PointsBet performance rights vesting
On 10 November 2025, the Takeovers Panel published its reasons for declining to conduct proceedings on applications by betr Entertainment Limited (ASX:BBT) (betr) in relation to the affairs of PointsBet. As discussed in a previous edition of Boardroom Brief, PointsBet was subject to two competing off-market takeover offers: a recommended cash offer from MIXI Australia Pty Ltd (MIXI) and an unsolicited all-scrip reverse takeover offer from betr. On 26 August 2025, PointsBet announced that certain new shares had been issued on the vesting of performance rights, with vesting occurring on the basis that the PointsBet board considered that a takeover bid was “likely to result in a change in the [c]ontrol” of the company. betr submitted, among other things, that it had serious concerns that the vesting of the performance rights was a mechanism to “push MIXI’s voting power above 50% in the final seven days of its offer and to swing the contest for control in MIXI’s favour”. The Panel considered that the terms of the performance rights and their proposed treatment in connection with the offer from MIXI had been fully disclosed to the market and that betr was fully aware of these terms. While the Panel noted that the vesting of performance rights prior to control passing is not common, it was not satisfied that the issue of new shares and acceptance of at least some of them into the offer from MIXI was contrary to an efficient, competitive and informed market, and ultimately decided not to conduct proceedings.
Over the Horizon
Liberal Party drops net zero target from its energy and emissions policy
On 13 November 2025, the Liberal Party announced a new direction in its energy and emissions policy, which notably does not include a net zero target. The announcement states that, if elected to form government at the next federal election, the Liberal Party will remove the existing targets for a 43% reduction in greenhouse gas emissions by 2030 and net zero by 2050 from the Climate Change Act 2002 (Cth). Instead, the policy focuses on delivering affordable and reliable energy by supporting all forms of energy generation where they are required and responding to climate change “in a way that is affordable, responsible and achievable”. The announcement broadly aligns the Liberal Party’s energy and emissions policy with the Nationals’ and follows a trend seen in other parts of the world where rising energy costs have sparked discontent with net zero policies. While the announcement is noteworthy, it is largely symbolic at this stage given that the Liberal Party will need to make up substantial ground against the Labor Party (which has a majority in the lower house and the largest number of seats in the upper house of federal parliament) before any such changes may be enacted.