In this edition, we discuss the report released by the Australian Securities and Investments Commission (ASIC) urging stronger standards in the Australian private credit market and the sentence handed down for insider trading in Kidman Resources Limited (Kidman Resources) shares. We also cover recent announcements from the Takeovers Panel activity in relation to Bryah Resources Limited (ASX: BYH) (Bryah Resources) and Duxton Farms Ltd (ASX: DBF) (Duxton Farms).
In Over the Horizon, we consider how Australia’s 2035 emissions reduction target is set to influence boardroom strategy.
Regulatory
ASIC urges stronger standards in Australia’s expanding private credit market
On 22 September 2025, ASIC released a report containing a high-level review of the private credit market in Australia, which is the regulator’s latest update on this rapidly expanding sector. The report notes that private credit complements other sources of debt financing for businesses and has a valuable role to play in the Australian economy, if done well. However, it also indicates that there is substantial opportunity for industry to implement better practices and for regulators to focus their attention. Key problem areas identified by the report include conflicts of interest and related party transactions, opaque remuneration and fee structures, inconsistent valuation practices and portfolio disclosures and inconsistent use of terminology. ASIC Chair, Mr Joe Longo, noted the importance of improved behaviour in this sector given the rapid pace of growth in its size and reach domestically. ASIC is set to release its response to the discussion paper on Australia’s evolving capital markets in November 2025.
Court imposes jail term in Kidman Resources insider trading case
On 15 September 2025, the County Court of Victoria sentenced Mr Duncan Stewart to 18 months’ imprisonment for trading in Kidman Resources shares while in possession of inside information. Mr Stewart is to be released upon entering a $10,000 recognisance to be of good behaviour for two years, on the condition that he pays a $64,975.48 penalty, equal to the profit he made from the insider trading. The Court took into account his admission of encouraging a family member to trade in Kidman Resources shares while he was privy information regarding confidential control proposals for the company. ASIC noted in its media release that strengthening the investigation and prosecution of insider trading is one of the regulator’s enforcement priorities for 2025 and that it established a dedicated criminal investigation taskforce in late 2024 to boost resources in this area.
Legal
Takeovers Panel declines to make declaration of unacceptable circumstances in relation to the affairs of Bryah Resources Limited
On 15 September 2025, the Takeovers Panel declined to make a declaration of unacceptable circumstances in relation to the affairs of Bryah Resources. The matter arose in the context of a section 249D meeting in relation to board composition issues following a two tranche placement completed by Bryah Resources in February and April 2025. Bryah Resources alleged an undisclosed association between shareholders holding approximately 31.19% of shares. The Panel noted that based on the materials available, it was not satisfied there was sufficient evidence to draw inferences of an association to support a declaration of unacceptable circumstances. However, the Panel considered that certain matters warranted further investigation and noted its intention to refer those matters to ASIC. The Panel noted it would publish reasons in due course.
Takeovers Panel receives application in relation to the affairs of Duxton Farms Limited
On 19 September 2025 the Takeovers Panel announced it had received an application from Mr Grant Jopling, Mr Edward Youds, Explorer Corporation Pty Ltd and Mr Chun Kei Leung (collectively, Applicants) concerning Duxton Farms. The application concerns Duxton Farms’ proposed merger with four unlisted entities in which two substantial shareholders, Mr Richard Magides and Mr Edouard Peter, have interests. The merger was announced in June 2025 and is to be considered by shareholders at a general meeting in mid-October 2025. The applicants allege that Mr Magides and Mr Peter, who hold 35.95% and 22.63% voting power respectively, are undisclosed associates. They claim the association has enabled the two substantial shareholders to acquire a combined voting power of approximately 58.58% without making a formal takeover bid, in contravention of section 606 of the Corporations Act 2001 (Cth). The Applicants also allege that the proposed merger involves a significant overvaluation. The Applicants are seeking interim orders to adjourn the general meeting and to restrain Mr Magides, Mr Peter and their associates from voting on the merger resolution. The Panel has not yet appointed a sitting Panel and no decision has been made on whether to conduct proceedings.
Over the Horizon
Future carbon targets set to reshape boardroom priorities
The Federal Government’s announcement on 18 September 2025 of a 2035 emissions reduction target of 62% to 70% on 2005 emissions builds on existing policies including lowering emissions by electrification and efficiency and expanding clean fuel use. To help meet the new target, the Federal Government has simultaneously announced a significant injection of Federal capital, including a new $5 billion Net Zero Fund in the National Reconstruction Fund, aimed at helping industrial facilities decarbonise and expand renewable and low-emissions manufacturing. An additional $85 million has been allocated to develop frameworks and tools to help households and businesses understand and improve their energy performance. The new target could drive significant changes in regulatory expectations for businesses and directors in Australia. Prime Minister Anthony Albanese noted that this target range balances what the Commonwealth can achieve with existing policies and technologies and what Australia could achieve with a whole-of-country and whole-of-society effort. As carbon policy evolves, boards will face evolving compliance requirements, including increased scrutiny of climate strategies. The new target is a reminder that directors should prepare for a future where robust climate risk management, transparent emissions disclosures and proactive investment in decarbonisation become central to governance. Anticipating these shifts will be essential for ensuring organisational resilience and maintaining stakeholder confidence as regulatory frameworks continue to develop.