Corporate Advisory Update | April 2026

Recent key developments for directors

ASIC Chair on the evolving risks and rewards of being a director  

On 10 March 2026, ASIC Chair, Mr Joe Longo, delivered a keynote address at the AICD's 10th Australian Governance Summit acknowledging the expanding burden on directors. In the context of a 142% growth in federal legislation since 2000, Mr Longo noted that time spent by boards on compliance has doubled from 24% to 55% over ten years, and spending on compliance-specific roles has nearly tripled from $1.9 billion in 2010 to $5.7 billion in 2024.

Mr Longo also:

• Observed that Australia is one of the most complex and high-risk legal environments in the world for directors and one of the few jurisdictions in which directors' duties are publicly enforced.
• Highlighted ASIC's focus on reducing regulatory complexity by improving access to information and exploring opportunities to streamline its regulatory framework, following consultation with stakeholders.
• Emphasised that Australia needs capable directors who are curious, willing to take calculated risks and balanced in assessing both opportunities and threats.

AICD and The Ethics Centre publish updated ethics decision-making guide for directors

On 16 March 2026, the AICD and The Ethics Centre jointly published the second edition of Ethics in the Boardroom: A decision-making guide for directors.

As directors have a duty to act in good faith and the best interests of the corporation, ethics informs and underpins all board processes and interactions between directors. The publication invites boards to examine issues through four lenses:

• general influences on the organisation
• the board's collective culture and character
• interpersonal relationships and reasoning
• the individual director.

The guide suggests that the four lenses model assists with surfacing ethical dimensions embedded in board decisions. It also outlines a five-phase framework (frame, shape, evaluate, refine and act).

Directors should consider this guide as a practical resource for strengthening their board's approach to ethical deliberation – particularly in areas where compliance obligations alone may not provide a sufficient framework for sound decision-making.

Boards and AI governance

Two prominent publications in March converge on a common theme: artificial intelligence is no longer a future risk for boards – it is a present one.

First, ASIC Chair, Mr Joe Longo, warned at the AICD Australian Governance Summit (mentioned above) that agentic AI will be an inflection point in how organisations manage risk, bringing greater autonomy and unpredictability and new risks from autonomous decision-making. When properly utilised, AI has the potential to enhance scenario planning, improve risk monitoring and compliance and complete real-time analysis far more quickly than humans can. He highlighted that last year, almost 80% of board members had backgrounds in legal, finance and general management, yet fewer than 8% had backgrounds in technology.

An AICD publication released in December 2025 noted that AI adoption within boardrooms in Australia and globally remains at an early stage, with mixed usage across organisations.

Second, the AICD's Ethics in the Boardroom noted that many organisations feel compelled to adopt AI “simply because peers are doing so” and seeks to provide guidance on ethical decision-making amid AI developments. Regardless of the approach taken, organisational clarity on AI governance is crucial. This is reinforced by ASIC's findings on governance gaps in its historical review of AI use by financial services licensees.

The message for directors is clear: every board should be having a conversation about AI use, determining its risk appetite and establishing governance guardrails. As Mr Longo noted, “failing to choose is also a risk. And in the age of AI, it is a risk directors cannot afford”. Directors should ensure their boards address AI governance at a strategic level – including policies on AI use within the organisation, oversight of management's deployment of AI systems and awareness of the technology's potential to reshape existing governance structures.

Many thanks to Justin Mannolini and Rachael Griffiths-Szeto for their contributions to this insight.

The conflict in the Middle East continues to disrupt global energy and commodity markets, with oil prices rising sharply and supply chain pressures intensifying. The Reserve Bank of Australia's (RBA) March 2026 Financial Stability Review, released on 19 March 2026, highlights increased risks to the global financial system, with the conflict contributing to sharp movements in global financial markets and a heightened risk of operational, cyber and security disruptions.

Australian regulators have responded.

On 17 March 2026, the RBA increased the cash rate by 25 basis points to 4.10%, citing materially higher fuel prices as adding to inflation pressures and the risk that inflation will remain above target for longer than anticipated. The next RBA interest rate decision is scheduled for 5 May 2026.

The ACCC has taken steps to monitor fuel prices and support fuel supply coordination, and Parliament has passed legislation to double the penalties for petrol price misconduct to $100 million per offence.

APRA announced a package of reforms to bank capital and liquidity settings, with APRA Chair John Lonsdale describing the renewed instability in the Middle East as a “timely reminder of why a safe, stable and resilient financial system is so important”.

Singapore and Australia released a joint statement reaffirming their commitment to strengthen energy security and support the flow of essential goods, including diesel and liquefied natural gas. Japan and South Korea have also provided normal fuel supply assurances.

The ASX issued a release acknowledging that potential fuel shortages, supply chain issues and other uncertainty surrounding the Middle East conflict may create disclosure challenges. It also reminded listed entities that disclosure obligations do not require “predicting the unpredictable”. Specifically, ASX listed entities are not expected to announce information that is supposition or otherwise insufficiently definite to warrant disclosure, or to make forward-looking statements unless they have a clear and reasonable basis. While listed entities are not expected to disclose publicly available information that affects all entities in the market or a sector in the same way, disclosure is required if there are material impacts on previous earnings guidance or if an entity makes an operational decision that is likely to have a material effect on the price or value of its securities. Further, ASX has encouraged entities that have issued forward-looking guidance that may be affected by the conflict to keep that guidance under review and, if it is no longer current, to update or withdraw it.

A recent G+T insight also highlights cyber security risks arising from the Middle East conflict, including practical guidance and key actions that boards and management should take.

In the current environment, boards should focus on resilience and:

• assess exposure to supply chain disruption and higher input costs
• review sanctions compliance in light of potential expansion
• stress test business continuity and operational resilience
• consider the impact of sustained energy price volatility on costs and market disclosures
• remain alert to heightened cyber risks linked to geopolitical instability.

Many thanks to Justin Mannolini and Rachael Griffiths-Szeto for their contribution to this insight.

A new generation of AI models is accelerating how vulnerabilities are discovered and exploited, compressing the time organisations have to respond. What was once a technical issue is now a governance, risk and board-level priority. G+T’s Technology and Digital team has published two insights exploring what this shift means in practice.

How Mythos-class AI is changing cyber risk – Mythos-class AI is moving cyber threats from human speed to machine speed. Vulnerability discovery, exploit development and attack execution are becoming faster, cheaper and more scalable. This insight explains how the economics of cyber offence are changing and why traditional security assumptions may no longer hold.

Mythos AI: autonomous cyber threats and why boards must act now – As attack cycles accelerate, organisations have less time to identify exposure, make decisions and respond effectively. This puts pressure on governance frameworks, risk management and incident response. This insight outlines what boards and executives should be doing now, from reassessing risk assumptions to ensuring decision-making can keep pace.

With the first quarter of 2026 complete, the ACCC’s new merger regime is already shaping the M&A landscape. Early numbers show a sharp increase in merger assessments, with the ACCC generally meeting and exceeding predicted review timelines. G+T has been at the forefront, advising on more than one in four Phase 1 mergers and one ongoing Phase 2 review.

As reported by G+T’s Competition, Consumer and Market Regulation team on 20 April 2026, we have seen:

• 72 notifications considered
• three notifications in Phase 2
• 85 waivers granted
• Average Phase 1 length: 18 days
• Average waiver review period: ~12 business days

Key implications for dealmakers include:

• Early engagement on Australian merger control is more critical than ever, including on global deals
• Strategy around waivers vs Phase 1 positioning is key
• Timing is more predictable – but less flexible
  

ASIC is currently consulting on proposals to enhance corporate transparency by increasing investor visibility of who ultimately owns or controls entities listed on Australian financial markets.

The proposals in Consultation Paper 387Enhanced beneficial ownership disclosure–Proposed legislative instrument, form and guidance (CP 387) respond to the reforms in Schedule 1 of the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 (Cth) (Act) which are due to come into effect on 1 December 2026. The reforms aim to increase transparency of ownership and control of listed entities by broadening required market disclosures to better capture interests arising through equity derivatives and enhancing the substantial holding and tracing notice regimes.

CP 387 includes proposals for:

• a new legislative instrument (draft ASIC Corporations (Listed Enhancements Beneficial Ownership Disclosure) Instrument 2026/XX).
• a new Substantial Holding Notice.

It also proposes amendments to the following ASIC regulatory guides:

• Regulatory Guide 5: Relevant interests and substantial holding notices
• Regulatory Guide 9: Takeover bids
• Regulatory Guide 222: Substantial holding disclosure: Securities lending and prime broking.

Submissions for feedback closed on 21 April 2026. We will continue to monitor the consultation process and any further developments.

On 13 April 2026, Gilbert + Tobin published Takeovers and schemes review 2026, our latest analysis of Australian public M&A activity.

The review examines transactions involving ASX-listed targets announced in 2025 with a value exceeding $50 million and provides insights into the trends shaping dealmaking across the market.

Despite geopolitical uncertainty and inflationary pressures, activity remained resilient, supported by strong participation from private capital and offshore bidders and continued competition for high-quality assets.

Looking ahead, the 2026 outlook is being shaped by three key dynamics:

• Capital remains available: Global investors and private capital continue to target Australian assets, particularly in sectors aligned to long-term structural themes such as energy, infrastructure and critical minerals.
• Execution is becoming more complex: Boards are increasingly focused on approach readiness, and successful transactions are expected to be driven by clear strategic rationale and disciplined valuation alignment.
• Regulation is playing a more central role: Australia’s new mandatory merger regime and heightened scrutiny around competition, national interest and security are increasing the importance of early planning, proactive engagement and flexible deal structures.

In this environment, regulatory strategy and execution certainty will be critical to successful outcomes.

On 28 March 2026, the Treasury Laws Amendment (Doubling Penalties for ACCC Enforcement) Act 2026 (Cth) commenced, doubling the first limb of the existing three-limb maximum penalty test from $50 million to $100 million for certain contraventions of the competition and consumer law.

A recent G+T insight explains which conduct by body corporates is captured, including contraventions of the new merger regime, other anti-competitive conduct, consumer law and other specific provisions, and what it means for your business.

Australia's crackdown on unfair trading is here. On 1 April 2026, the Competition and Consumer Amendment (Unfair Trading Practices) Bill 2026 was introduced into Parliament – bringing a sweeping general prohibition on unfair trading practices, and tough new rules on drip pricing and subscription traps.

The Bill follows earlier consultation on the exposure draft and if passed, will apply from 1 July 2027.

A recent G+T insight outlines the key changes from the exposure draft, as well as implications for your business and next steps. See also previous G+T insight on the exposure draft.

On 10 April 2026, the Federal Government released two exposure drafts proposing a significant overhaul of Australia's foreign resident capital gains tax (CGT) regime. Public consultation closed 24 April 2026.

A recent G+T insight summarises the proposed changes which:

• broaden the scope of taxable Australian real property
• reform the principal asset test
• introduce new compliance obligations (with some changes applying retrospectively from 2006)
• provide a time-limited 50% CGT discount for foreign residents investing in Australian renewable energy assets.

Recent court decisions, rising geopolitical tensions and evolving SOCI obligations are reshaping what is expected of GCs, particularly in critical infrastructure sectors.

A recent G+T insight sets out five priorities for GCs and explores how courts are assessing cyber risk through a governance lens, what recent Security of Critical Infrastructure developments signal for boards and legal teams, and why supply chain and foreign ownership, control and influence risk now require closer legal oversight.

G+T’s latest Regulation in Motion for the financial services sector includes:

• ASIC’s implementation roadmap for digital asset regulation
• Remaking relief instrument for non-cash payment facility providers.
• AFSL exemptions for foreign financial services providers.
• Remaking of relief instrument for managed discretionary account services.
• ASIC consulting on increasing NTA requirements.