In this edition, we examine the Commonwealth Treasury’s consultation on climate-related transition planning guidance, the review of superannuation investment disclosure rules being conducted by the Australian Securities and Investments Commission (ASIC), recent developments in various insider trading cases and the Takeovers Panel’s decision in relation to the affairs of PointsBet Holdings Limited (ASX: PBH) (PointsBet).
In Over the Horizon, we discuss the commencement of the right to disconnect for employees of small businesses from 26 August 2025.
Governance
Treasury consults on climate-related transition planning guidance
On 15 August 2025, the Federal Government released a consultation paper on proposed guidance for climate-related transition planning within Australian businesses. The consultation paper, which is open for comment until 24 September 2025, outlines Treasury’s design approach to transition planning and includes illustrative draft guidance, with finalisation expected by the end of 2025 under the Treasury’s Sustainable Finance Roadmap. The draft guidance aims to support international alignment for comparability, outline relevant domestic policy and regulatory considerations, balance ambition with flexibility and adopt a ‘climate-first, but not only’ approach. It includes sections on governance, strategy, metrics and targets and engagement, with a focus on board oversight and accountability. Directors should consider how the board oversees strategic planning and reporting processes, as early engagement may support both regulatory compliance and stakeholder confidence.
Regulatory
ASIC reviews superannuation investment disclosure rules
On 13 August 2025, ASIC announced a targeted review of superannuation investment disclosure requirements which focusses on requirements to disclose stamp duty payments, which the regulator claims may help boost investment in property by Australian superannuation funds. This review responds to industry concerns that current rules may discourage superannuation funds from investing in property due to the impact on performance test results. The review will also consider whether changes are needed to bring consistency to disclosure by internally and externally managed private credit funds. Directors should stay across this review, as any regulatory changes could affect investment strategies, disclosure obligations and member communications. ASIC expects to report its findings by 30 November 2025.
Insider trading enforcement: sentencing and charges in recent cases
On 12 August 2025, ASIC reported significant developments in insider trading enforcement, including the sentencing of Darryl Mapleson for trading Beacon Minerals shares while in possession of confidential drilling results and the charges laid against Rodney Forrest for trading in Platinum Asset Management shares while in possession of inside information relating to a takeover offer. Mr Mapleson received a 12-month prison sentence, to be released on a good behaviour bond and a $60,000 fine. Mr Forrest, a former investment manager, pleaded guilty and the matter listed for mention in the Federal Court of Australia. These cases highlight ASIC’s increased focus on market integrity and the severe penalties for breaches. Strengthening the investigation and prosecution of insider trading is one of ASIC's 2025 enforcement priorities.
Legal
Takeovers Panel declines to make declaration of unacceptable circumstances in relation to the affairs of PointsBet Holdings Limited
On 15 August 2025, the Takeovers Panel announced that it had accepted an undertaking from betr Entertainment Limited (ASX: BBT) (betr) and declined to make a declaration of unacceptable circumstances in relation to the affairs of PointsBet. As discussed in a previous edition of Boardroom Brief, PointsBet is 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. PointsBet alleged that betr’s bidder’s statement (and associated announcements) contains disclosure issues in relation to the value of the consideration under betr’s bid and the synergies on which betr relied upon in valuing its offer consideration. PointsBet also submitted that the proposed $80 million selective buy-back following closure of betr’s bid represented an inducement to encourage acceptance of the bid in contravention of the collateral benefits rule in section 623 of the Corporations Act 2001 (Cth). The Panel accepted an undertaking from betr to, among other things:
prepare and despatch a replacement bidder’s statement;
cancel the meeting to approve the selective buy back;
issue a replacement notice of meeting accompanied by a relevant independent expert’s report;
not proceed with the selective buy-back until obtaining an ASX waiver of Listing Rule 10.1 or, alternatively, betr shareholders voting in favour of MIXI’s participation in the selective buy-back; and
either, subject to ASIC relief, offer withdrawal rights for a period of two weeks to all PointsBet shareholders who accepted the betr bid, or not open the betr bid until the date that is five business days following the release of the placement disclosure materials on ASX.
Over the Horizon
Right to disconnect commences for employees of small businesses from 26 August 2025
As discussed in a previous edition of Boardroom Brief, employees covered by the National Employment Standards have a ‘right to disconnect’ under the Fair Work Act 2009 (Cth) since August 2024. This right allows employees to refuse to monitor, read or respond to contact or attempted contact from their employers and work-related third parties outside of their working hours, unless the employee’s refusal is unreasonable. From 26 August, the right to disconnect will apply to employees of small businesses (being businesses that employ fewer than 15 people). Now is an opportune time for directors to refresh their practical understanding of their employees’ right to disconnect and ensure their organisation has procedures in place to support regular and open communication, which can help to mitigate workplace disputes and potential associated reputational risks.