In this edition, we examine the proceedings commenced by the Australian Securities and Investments Commission (ASIC) against RACQ Insurance Limited (RACQ) for alleged misleading renewal pricing practices and the proceedings commenced by the Australian Competition and Consumer Commission (ACCC) against JustAnswer LLC (JustAnswer) for alleged deceptive online subscription practices. We also report on the release of the Takeovers Panel’s reasons for its declaration of unacceptable circumstances in relation to the affairs of Emu NL (ASX: EMU) (Emu) and its decision not to conduct proceedings in relation to the affairs of Twinza Oil Limited (ASX: TWZ) (Twinza).
In Over the Horizon, we consider how the release of draft legislation to license digital asset platforms signals a future of increased compliance obligations for businesses operating in the digital economy.
Regulatory
ASIC commences proceedings against RACQ for alleged misleading premium comparisons
On 23 September 2025, ASIC announced that it had commenced proceedings in the Federal Court of Australia against RACQ for allegedly providing over 570,000 renewal documents to customers across multiple insurance product lines and over a course of five years that used a ‘last period premium’ figure that was higher than what the customers had previously paid, which effectively hid how much RACQ was increasing their renewal premium. ASIC alleges that RACQ knew the ‘last period premium’ in its renewal documents was misleading because it started receiving complaints just two days after commencing the practice, yet did little to rectify this issue for more than five years. ASIC is seeking declarations, penalties and publicity orders, noting insurer conduct and fair dealing are current enforcement priorities. This case is a reminder of the importance of regularly assessing the adequacy of renewal and pricing communications, customer complaint escalation procedures and data integrity controls.
ACCC commences proceedings against JustAnswer for alleged deceptive online subscription practices
On 23 September 2025, the ACCC announced that it had commenced proceedings in the Federal Court of Australia against JustAnswer for allegedly misleading consumers as to its affiliation with the Australian Ombudsman or government agencies and the cost of its online question and answer service. The ACCC alleges that JustAnswer represented via a chat widget on its website that its online question and answer service was available for use for just $2, when customers were also charged ongoing subscription costs of $50 to $90 per month. It further asserts that consumers may have been led to believe they were engaging with an Australian government body, such as the Fair Work Ombudsman. The ACCC is seeking compensation orders for affected customers, injunctions, civil penalties, publication orders, costs and declarations of contravention and the implementation of a compliance program.
Legal
Takeovers Panel publishes reasons for declaration of unacceptable circumstances in relation to the affairs of Emu
On 24 September 2025 the Panel released the reasons for its decision to make a declaration of unacceptable circumstances in relation to the affairs of Emu. As noted in a previous edition of Boardroom Brief, the Panel found that a placement to raise $300,000 announced by Emu two hours before a meeting to remove incumbent directors and appoint certain directors, in effect amounted to an unacceptable attempt to retain control. To correct the control issues, the Panel subsequently made orders that Emu hold a new meeting to reconsider all the resolutions (except the removal of one director who has since resigned), with the stipulation that the placement shares and any further new shares issued before the new meeting may not be voted. The Panel noted that the circumstances of the placement, the disorderly extraordinary general meeting, the opaque disallowance of proxies and the subsequent challenge of determining the results of the meeting meant that Emu shareholders and the market did not have a sufficient basis for confidence as to the outcome of the meeting and the subsequent composition of the Emu board. The Panel further emphasised that share issues in the lead up to meetings considering changes to the board will require careful attention to all the surrounding circumstances.
Takeovers Panel publishes reasons for declining to conduct proceedings in relation to the affairs of Twinza
On 22 September 2025 the Panel released its reasons for declining to conduct proceedings in relation to the affairs of Twinza. As noted in a previous edition of Boardroom Brief, the application concerned Twinza’s proposed creditors’ scheme, under which certain senior creditors would hold 85% of Twinza’s shares. The Panel noted that it has historically been reluctant to conduct proceedings once the Court has commenced its scrutiny of a scheme of arrangement, unless the issues are distinct from the matters before the Court, and the objectives of Chapter 6 of the Corporations Act 2001 (Cth) may be limited where no equity value remains in the shares of the relevant company. It ultimately decided not to conduct proceedings on the basis that certain information about the effect of the proposed creditors’ scheme on the control of Twinza would be provided to the court for its consideration.
Over the Horizon
Treasury releases draft law to license digital asset platforms
On 25 September 2025, the Federal Government released exposure draft legislation for the proposed regulation of digital asset and tokenised custody platforms. If enacted, these reforms would bring digital asset platforms within the scope of the Corporations Act 2001 (Cth), requiring these platforms to meet new regulatory and compliance standards. This shift signals a move towards greater oversight of crypto-related activities, which may increase operational and governance obligations for Australian businesses and their boards. Non-executive directors should anticipate heightened scrutiny of digital asset activities, the need for robust risk management, and potential changes to business models as the regulatory landscape evolves. Boards should monitor the progress of the draft legislation and consider participating in the consultation process to help shape how future compliance requirements may impact strategy, capital allocation, and stakeholder engagement. Submissions close on 24 October 2025. We discuss more on digital assets licensing in a recent G+T Insight.