In this edition, we discuss the Australian Securities and Investments Commission’s (ASIC) decision to disqualify a director for the maximum five-year period and Treasury's exposure draft legislation proposing a significant overhaul of Australia's foreign resident capital gains tax (CGT) regime. We also cover the Federal Court's imposition of a combined penalties of $7 million on Cigno Australia Pty Ltd and BSF Solutions Pty Ltd for credit law breaches.
In Over the Horizon, we consider Australia's energy security under compounding stress.
Governance
ASIC disqualifies Gold Coast director for maximum five-year period
On 14 April 2026, ASIC announced it had disqualified Mr David Parker from managing corporations for the maximum period of five years under section 206F of the Corporations Act 2001 (Cth) (Act). At the time of ASIC’s decision, four companies Mr Parker was involved in owed over $3 million to unsecured creditors, including over $1 million to the Australian Tax Office. ASIC found that Mr Parker acted improperly and failed to meet his obligations as a director. In particular, ASIC found that Mr Parker failed to ensure compliance with statutory lodgement and tax obligations, and failed to ensure that the companies he was involved in maintained adequate books and records. One company did not properly record approximately $19 million in bank inflows and outflows. ASIC also observed failures to ensure appropriate internal controls and breaches of insolvency provisions of the Act.
ASIC has disqualified Mr Parker from managing corporations until 24 March 2031, although Mr Parker has the right to seek a review of ASIC’s decision by the Administrative Review Tribunal. Directors should ensure that companies they are involved in make timely tax lodgements and payments, maintain robust financial records and reconciliations and if applicable, cooperate with external administrators and liquidators. Directors should also keep in mind the importance of maintaining effective treasury controls, including prompt revocation of former signatories’ access to company accounts.
Regulatory
Consultation process on exposure draft legislation amending Australia’s foreign resident CGT regime set to close
On 10 April 2026, the Treasury announced the release of two exposure drafts proposing to amend the foreign resident capital gains tax regime. The proposed reforms under Treasury Laws Amendment Bill 2026: Renewable energy asset discount capital gains for foreign residents and Treasury Laws Amendment Bill 2026: Strengthening the foreign resident CGT regime:
- expand the definition of ‘real property’ to capture infrastructure, renewable energy assets and fixtures;
- apply retrospectively from 2006 to address state and territory severance provisions;
- introduce a 365-day look-back for the principal asset test;
- impose new Australian Taxation Office notification requirements; and
- propose a 50% CGT discount for disposals of Australian renewable energy assets by foreign residents until 30 June 2030.
Consultation on the draft legislation closes 24 April 2026, ahead of the scheduled delivery of the Federal Budget on 12 May 2026. The proposed changes have drawn widespread criticism from lawyers and commentators. As discussed in a recent G+T insight, the proposed reforms will considerably expand the application of the capital gains tax regime, and the retrospective application may affect arrangements which have been in place for decades, severely limiting taxpayers’ ability to contest amended assessments.
Legal
Federal Court of Australia orders $7 million penalty for credit law breaches, with directors personally liable
On 17 April 2026, the Federal Court ordered Cigno Australia Pty Ltd and BSF Solutions Pty Ltd, together with their respective directors, Mark Swanepoel and Brenton Harrison, to pay a combined $7 million in penalties for engaging in credit activity without an Australian Credit Licence and charging consumers prohibited fees (for the full decision see: Australian Securities and Investments Commission v BSF Solutions Pty Ltd (Penalty) [2026] FCA 450). Each company was ordered to pay $3 million, while Mr Swanepoel and Mr Harrison were each personally penalised $500,000. The penalties arise from the companies' use of a ‘No Upfront Charge Loan Model’ which, according to ASIC, was designed to sidestep consumer protection laws. Between July 2022 and May 2024, the model saw the companies charge consumers more than $90 million in fees across loans to over 100,000 borrowers, many of whom were vulnerable or in financial distress. Directors should keep in mind the personal liability risk that can arise from involvement in designing or approving business models intended to circumvent regulatory protections.
Former Beacon Minerals project manager pleads guilty to insider trading
ASIC confirmed that Alexander McCulloch, a former project manager at Beacon Minerals Limited (ASX: BCN), pleaded guilty to one rolled-up count of insider trading after procuring two associates to acquire 11 million shares in January 2017, while in possession of inside information relating to results from the Jaurdi Gold Project drilling program. Mr McCulloch, who had previously pleaded not guilty, will appear for sentence hearing on 23 September 2026. As discussed in a previous edition of Boardroom Brief, strengthening investigation and prosecution of insider trading is one of ASIC's enforcement priorities for 2026. Directors should ensure information barrier frameworks extend to operational and technical staff, not just senior executives.
Over the Horizon
Energy security, fuel costs and interest rates: a convergence of risks for Australian directors
The conflict in the Middle East continues to drive inflationary pressures and energy market volatility. On Friday, the Strait of Hormuz was temporarily re-opened, only to be closed again on Saturday after Iranian gunboats fired on ships transiting the waterway. On Sunday, the US Navy intercepted and seized the Iranian-flagged cargo ship, with Iran condemning the action as ‘armed piracy’ and vowing retaliation. Ceasefire talks remain fragile, with a second round of US-Iran negotiations expected in Pakistan this week ahead of a ceasefire deadline on Wednesday. Brent crude remains elevated at around USD95 per barrel, having briefly dipped to USD90 on Friday before rebounding over the weekend. Domestically, a fire at Viva Energy Group Limited's Geelong refinery (one of only two refineries in Australia), has reduced petrol production to approximately 60% of capacity and diesel and jet fuel to around 80%. Viva Energy announced that it expects to lift output to over 90% within the coming weeks, but a full return to optimised production remains subject to a damage assessment commencing this week. This compounds fuel supply vulnerability at a sensitive time. As discussed in a previous edition of Boardroom Brief, the temporary fuel excise cut is due to expire on 30 June 2026. The cut initially halved the rate from 52.6 to 26.3 cents per litre and was later reduced to approximately 20.6 cents per litre following a deal with states and territories. The Reserve Bank of Australia's (RBA) May meeting is expected by many commentators to deliver a further rate rise.
Directors should consider stress-testing supply chain assumptions, energy cost exposures and financial forecasts ahead of both the RBA decision and the 12 May Budget. In particular, companies with exposure to energy-intensive supply chains, transport or international trade routes (in particular in the Gulf region) should consider contingency planning as a priority. Directors should also keep in mind that any extension or expiry of the fuel excise cut may have flow-on effects for operating costs and should ensure management is actively monitoring these developments.