In December's edition:
On 5 November 2025, ASIC released a report (REP 823 – Advancing Australia’s evolving capital markets: Discussion paper response) which outlines a roadmap to unlock opportunities and tackle emerging risks as Australia’s public and private markets evolve in response to a rapidly changing financial landscape.
The report recognises that competition for international capital is fierce and clearly welcomes private credit as a growing part of Australia’s financial system. However, it stresses that sustainable growth and investor confidence depend on strong foundations, with appropriate regulation playing a key role.
Key focus areas identified by the regulator include:
Private markets: taking advantage of the structural change to global private markets while addressing its unique challenges including transparency, capital access for smaller entities and investors and aligning incentives with accountability.
Data reporting and transparency: providing regulators and the industry with greater visibility to monitor and supervise developments, maintain market integrity and increase investor confidence.
Superannuation: ensuring that regulation and prudential standards provide members with protection from governance weaknesses, particularly where superannuation funds hold private market products.
Public markets: ensuring that Australia’s public markets innovate to remain efficient and attractive for global investment, including by making targeted adjustments for initial public offerings, listings and market participants.
Australia has a clear opportunity to leverage its mature financial system and capitalise on the increasing availability of global private capital. However, a consistent theme throughout the ASIC roadmap is the need for accountability practices and regulatory oversight to be developed simultaneously. Boards, particularly of entities seeking to take advantage of the opportunities of private capital in the short term, should regularly assess whether their organisations may have governance weaknesses in this area. ASIC will certainly have a keen eye on compliance practices over the next 12 to 18 months.
Many thanks to Justin Mannolini (Partner) and Adam Sibum (Lawyer) for this insight.
The Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Bill 2025 was passed on 27 November 2025 and received assent on 4 December 2025.
Among other things, the Bill amends the Corporations Act 2001 (Cth) to enhance the beneficial ownership disclosure obligations for listed entities. The reforms are intended to improve corporate transparency by showing who ultimately owns, controls, and receives profits from listed entities, and allowing better informed decision-making by investors and other stakeholders.
These reforms will commence on 4 December 2026.
In summary, Schedule 1 to the Bill amends the Corporations Act to:
Bring interests arising from equity derivatives into the Chapter 6C substantial holder disclosure regime. This includes interests arising from physically settleable derivatives (regardless of whether the counterparty has a relevant interest in the underlying securities), interests arising from non-physically settleable derivatives, and in certain circumstances, offsetting short positions.
Clarify that a person must disclose a substantial holding in an entity at the time that it initially lists on a financial market.
Enhance ASIC’s powers relating to the format of substantial holding notices and tracing notices.
Widen and refine the application of disclosure requirements, including by:
Aligning the information required under an ASIC-issued tracing notice with the information required under substantial holding notices.
Imposing disclosure requirements on entities incorporated or formed outside Australia and listed on a financial market operated in Australia.
Expanding the class of persons who can be the subject of a tracing notice to include persons reasonably suspected of having certain kinds of involvement with listed entities, or of being associates of such persons or of other persons already subject to disclosure requirements.
Require affected entities to allow journalists and academics to inspect their tracing notice registers free of charge.
Expand ASIC’s powers to make freezing orders to cover failures to comply with substantial holding and tracing notice requirements.
Bolster the offence provisions in Chapter 6C and double the maximum penalties for all the existing offences.
The government has also previously announced that it intends to proceed with a public, Commonwealth-operated register of beneficial ownership of unlisted companies (and also trusts) which is intended to assist with combatting tax and financial crime facilitated by complex legal structures and arrangements. The government expects to engage with stakeholders on this register from early 2027, with public consultation to follow. This timing aligns with the timing of the new ASIC companies register (and will therefore facilitate the integration of the beneficial ownership information into the ASIC register).
On 13 November 2025, ASIC announced its 2026 enforcement priorities which reflect emerging risks in the Australian market and challenges faced by Australians while dealing with higher living costs, and clearly indicate where ASIC intends to focus its attention in 2026. According to ASIC Deputy Chair Sarah Court, the new enforcement priorities have been designed to better protect consumers from financial harm and uphold market integrity.
According to ASIC’s media release, the new enforcement priorities include:
Misleading pricing practices impacting the cost of living.
Poor practices in the private credit sector.
Financial reporting failures, including non-lodgement of financial reports.
Failures by insurers in handling claims and complaints.
ASIC will also continue to work on priorities from previous years, including:
Insider trading.
Misconduct exploiting consumers facing financial difficulty including predatory credit practices.
Misconduct affecting small business creditors.
Holding super trustees to account for member services failures.
Auditor misconduct.
Under the Corporations Act 2001 (Cth), ASIC plays an important role in vetting documentation prepared for schemes of arrangement, monitoring the integrity of the scheme process and identifying any structural features that may be at odds with the principles governing control transactions in Chapter 6.
On 26 November 2025, ASIC announced that it will send scheme of arrangement proponents a set of standard questions when a scheme implementation agreement is entered into. This will draw attention to material matters that the court may consider relevant to the exercise of its discretion to approve the scheme. ASIC considers that this procedural change will make its review of explanatory statements for schemes of arrangement more efficient and will assist in providing scheme proponents with an opportunity to address potentially material issues before the draft explanatory statement is lodged for its review.
Key topics covered by the questions are expected to include:
Complex or novel issues.
The composition of voting classes.
Interests of (or benefits to) participants outside of their capacity as members.
Potential conflicts of interests.
Deal protection arrangements.
ASIC will monitor market announcements to determine when scheme implementation agreements have been entered into, and it expects unlisted market participants to notify it directly.
Many thanks to Justin Mannolini (Partner) and Adam Sibum (Lawyer) for this insight.
On 4 December 2025, ASIC published a new Report Insights from the ASIC Whistleblower Questionnaire: July 2024 to June 2025 (REP 827) which examines how entities have improved their whistleblower policies and practices following previous ASIC publications, including:
RG 270 Whistleblower policies – released in November 2019.
A letter to CEOs in October 2021 urging companies to review their policies for compliance with the law.
Report 758 Good practices for handling whistleblower disclosures in March 2023, following a targeted review of the whistleblower programs of seven firms.
REP 827 was based on ASIC’s examination of 134 entities (across 18 industries) and ASIC observed the following opportunities for improvement from the entities surveyed:
22% did not receive any whistleblowing disclosures and over one-third did not have a specific whistleblower webpage for raising concerns.
25% failed to provide regular training on their whistleblower program to their staff.
30% do not implement regular reviews of their whistleblowing programs and 58% had not sought employee feedback on their programs in the last year.
ASIC reported that bigger companies (and those in the mining sector) generally had more mature whistleblowing practices and higher rates of disclosure, but some smaller companies also showed better practices.
ASIC Commissioner Kirkland encourages companies to “benchmark themselves against the findings of the report and consider how they can improve their own whistleblower policies and practices.”
On 19 November 2025, the Australian Institute of Company Directors released a study called ‘Nature Enters the Boardroom’, a joint publication with the University of Sydney Business School and the Climate Governance Initiative Australia. The study is the first Australian study looking at how Australian boards are factoring in nature-related risks (as distinct from climate-related risks) into key areas of risk oversight, governance and strategy, and follows a national survey of more than 250 chairs and non-executive directors across different sectors.
The study acknowledges that there is a close link between nature governance and climate governance. However, the study explains that while climate governance focusses on reducing emissions and managing climate-related risks, nature governance addresses “the wider ecological systems that underpin economic activity, including issues like ecosystem degradation, water and land use, biodiversity loss and supply chain disruption”.
The study found that governance practices generally remain at an early stage but most directors recognise that nature-related risks are important. Amongst its findings, the study found that of the directors surveyed:
81% agreed that nature-related risks are an important consideration.
51% cited unclear policy on this topic in Australia (particularly the absence of national environmental standards and slow environmental approvals) as a key barrier to more robust action.
52% reported having updated risks frameworks to include nature-related issues (24% of listed respondents have integrated nature into their climate strategy and 53% reported that they plan to do so), and one in three have sought external expert advice.
On disclosures, the study also found that one third of organisations make no nature-related disclosures, 41% report full board oversight and 22% draw on committees (most commonly audit and risk committees).
On 20 October 2025, ASX issued a Compliance Update and released a consultation paper. This focused on a range of options for potential changes to the Listing Rules to expand shareholder approval requirements in connection with equity-funded acquisitions by listed entities and changes in admission status for dual-listed entities. The consultation was first foreshadowed in an April 2025 announcement after institutional investors made representations to ASX about the dilutive impact of share issues for takeovers and mergers in the context of the acquisition by James Hardie Industries plc of The Azek Company Inc.
ASX has identified four potential areas where new shareholder approval requirements may be proposed, including:
Where a dual-listed entity proposes to change to an ASX Foreign Exempt Listing.
Where a dual-listed entity proposes to delist from ASX, with ASX’s initial view being that this requirement should be limited to dual-listed entities that first listed on ASX before undertaking a secondary listing on another exchange.
Where an entity proposes to issue securities under, or to fund the cash consideration payable under, a takeover bid or merger by way of scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth). ASX’s initial view is that a shareholder approval requirement should only apply to an entity included in the S&P/ASX300 Index that proposes to issue more than 25% of its undiluted share capital in connection with the transaction.
Where an entity undertakes a significant acquisition, regardless of whether it involves an issue of securities. ASX’s initial view being that no specific changes to Chapter 11 of the Listing Rules are required currently.
Submissions on this consultation close on 15 December 2025.
Many thanks to Justin Mannolini (Partner) and Adam Sibum (Lawyer) for this insight.
The 30th session of the United Nations Conference of the Parties (COP30) concluded in Belém, Brazil, in the evening of 23 November 2025, after two weeks of intense international climate negotiations.
COP30 ended with a suite of decisions that saw some key areas which had been politically stalled in previous years, move forward with agreed work programmes. However, consensus on flagship issues relating to ambition, finance and transitioning away from fossil fuels remained out of reach.
A recent insight by our Climate Change and Sustainability Team provides a snapshot of key agenda items and outcomes from COP30, as well as some key takeaways for the private sector and implications for global climate action.
Our latest Regulation in Motion series for the financial services sector includes: