Corporate Advisory Update | July 2026

On 2 July 2026, the government introduced what it has called ‘targeted refinements’ to Australia’s merger regime in Schedule 4 of the Treasury Laws Amendment (Strengthening Accountability for Tax Adviser Misconduct and Other Measures) Bill (Bill) to parliament.

The Bill amends the merger control laws in the Competition and Consumer Act 2010 (Cth) to adjust the legal consequences – from void to voidable – for parties that fail to notify the ACCC of transactions that meet the relevant thresholds.

The proposed reforms also clarify the concept of control (including the concept of ‘associates’ and ‘joint control’) and introduce a new mechanism to seek extensions from the ACCC to implement approved acquisitions that have become ‘stale’.

See G+T Competition, Consumer, Market and Regulation team’s report on the Bill here .

On 17 June 2026, the Australian Securities Exchange (ASX) released its response to the October 2025 public consultation on shareholder approval requirements of dilutive actions and changes in admission status, together with an exposure draft of Listing Rule amendments for major acquisitions. For large, listed bidders, the changes could reshape how large, scrip-funded public mergers and acquisitions (M&A) transactions  are structured and executed. Rather than introducing a broad approval regime for significant acquisitions, ASX has focused on a more targeted measure. Under the exposure draft, S&P/ASX 300 entities would generally need shareholder approval for public M&A transactions involving equity issuances of 25% or more of their existing ordinary share capital, subject to shareholders agreeing a higher cap, including by amending the company’s constitution or by shareholder approval.

The proposed amendments would also introduce a requirement for shareholder approval for an entity’s change in admission category to a foreign exempt listing, or the voluntary delisting of a dual-listed entity with a material Australian shareholder base.

A recent G+T insight examines the proposed reforms, the key drafting issues that remain unresolved and the practical steps listed bidders should consider now.

On 30 June 2026, the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Act 2026 received Royal Assent. Key changes to the Corporations Act 2001 (Cth) and other relevant legislation include:

• Director Identification Number (DIN) regime – From 1 July 2027, directors will be required to provide their DIN to their companies and companies will also be required to provide those DINs to ASIC as part of company registration and reporting, including registration applications, annual reporting and director appointment and cessation notification. ASIC also now has power to publish the DINs on the ASIC Companies Register.
• New ASIC powers – From 1 July 2026, ASIC has new powers, including powers to deregister companies for providing inaccurate or misleading information, disclose, publish and correct information on its registers and control access to registry information.
• Alternative officer addresses – From the earlier of 1 July 2027 and a date to be fixed by proclamation, company officers will be entitled to have an alternative address for publicly searchable registry purposes (but will still need to provide their residential address to ASIC and the company). Currently, this is only available if the Australian Electoral Commission has already suppressed their residential address on the electoral roll.
• Email address for ASIC communication – From 1 July 2027, companies will need to provide an electronic address in addition to the physical registered office address for ASIC communications. Directors and company secretaries will also need to provide an electronic address for ASIC to communicate directly with them.
• SIC responsibility for business registers – Amendments to repeal legislation passed under the Modernising Business Registers program so that responsibility for administering business registries stays with ASIC.

ASIC has also published this flyer in which it broadly outlines the DIN regime changes and encourages companies and directors to prepare for the 1 July 2027 changes by :

• checking company details are up to date, confirm all current directors are listed and update any incorrect names, address or contact details
• collecting DINs for all current directors.

See also updated ASIC guidance here.

On 15 July 2026, in a speech at the University of Sydney titled AI in Australia’s interests, the Prime Minister foreshadowed a new national framework for large-scale data centres, with mandatory requirements expected to cover power, grid connection, energy efficiency and water use.

The framework is intended to streamline currently fragmented approval pathways across different jurisdictions, although further consultation will shape the final settings. The government has also indicated that legislation is targeted for introduction in early 2027. In addition, a new Office of AI has been established to coordinate the government’s broader AI policy and regulatory work.

Copyright reform remains unresolved, with the government signalling that creators should continue to retain control over the use and value of their work in AI training.

A recent G+T insight considers these developments in more detail. See also our detailed guide – Building and scaling an Australian data centre platform: from market entry to platform scale.

ASIC and the Australian Prudential Regulation Authority (APRA) have substantially increased their rhetoric on AI governance. The core message is clear: the absence of AI-specific legislation does not mean organisations are free from regulatory obligations. Regulators expect boards and management to apply existing governance, risk management and compliance frameworks (including under directors' duties and work health and safety laws, APRA prudential standards, Australian financial services (AFS) licence obligations and privacy, security of critical infrastructure and consumer protection laws) to AI deployment. Boards are also expected to actively oversee AI and maintain sufficient AI literacy to set strategic direction and provide effective oversight.

While neither regulator is proposing additional regulatory requirements at this stage, they have a clear expectation of significant improvements to address any compliance gaps that emerge. Both regulators have also signalled that, where entities fail to adequately identify, manage or control AI risks (in a manner proportionate to their size), they will take stronger supervisory action and, where appropriate, pursue enforcement.

A recent G+T insight takes a deeper dive into what regulators are saying and provides some guidance as to what regulated entities and their boards should be thinking about to ensure they can demonstrate effective and proportionate AI governance.

A separate G+T insight also takes a deeper look at what boards and management can do to prepare for AI-enabled cyber risk and geopolitical risk. It also highlights the value of an independent, legally led challenge conducted under privilege to test whether an organisation's approach would stand up after an incident.

On 29 June 2026, the Australian Institute of Company Directors also released the second version of A Director's Guide to AI Governance, produced with the Human Technology Institute at the University of Technology Sydney. The update responds to the embedding of AI across Australian organisations and the emergence of agentic AI and reflects maturing governance practice since the first edition in 2024. The updated guide aims to help boards navigate AI confidently, promote innovation and strengthen oversight of AI’s impact on strategy, governance practices and risk.

On 30 June 2026, the Supreme Court of New South Wales found that Rex breached its continuous disclosure obligations over a 2023 profit forecast. On 28 February 2023, Rex informed the market that it was ‘optimistic’ about achieving positive operating profits for the full FY23. However, the Court found that Rex did not have reasonable grounds for the statement. Rex later disclosed a $35 million group operating loss and entered voluntary administration on 30 July 2024.

The former executive chair, Mr Lim Kim Hai, admitted to the alleged contraventions against him, including breaching his directors’ duties and involvement in the continuous disclosure contraventions.

The matter will return to Court for a hearing on the relief against Mr Lim. ASIC Chair, Ms Sarah Court, said, "Continuous disclosure is a core obligation for listed entities and underpins Australia's corporate governance framework."

ASIC was unsuccessful in its case against the three former non-executive directors for alleged breaches of their directors’ duties. For non-executive directors, the decision reinforces that boards are entitled to rely on management to escalate material issues, but executives who control the flow of information to the board will be held personally accountable when they fail to do so.

Many thanks to Justin Mannolini, Ariane Moir and Rachael Griffiths-Szeto for this insight.

ASX has outlined a more proactive supervisory approach. Its inaugural Listed Entity Supervision Report provides valuable insight into ASX’s enforcement priorities, including continuous disclosure, ramping, Chapter 7 and Chapter 10 compliance and mining sector disclosures. For listed companies and their advisers, the report is a timely opportunity to review disclosure governance and compliance processes. A recent G+T insight examines the key developments and practical implications.

ASIC's focus on environmental, social and governance (ESG) and greenwashing continues to evolve, with recent enforcement activity signalling increased scrutiny of ESG representations made by investment managers and trustees. While wholesale fund operators have traditionally been considered lower risk, recent developments suggest it is timely to review whether ESG statements are supported by appropriate governance, systems and processes. A recent G+T insight examines the latest enforcement trends and outlines practical steps wholesale fund managers and trustees can take now to prepare.

In a significant decision for anyone involved in closely held assets, the NSW Supreme Court has ordered Dexus to sell its 9.7% stake in Australia Pacific Airports Corporation (APAC) — owner of Melbourne and Launceston Airports — at fair market value, after finding it committed a "material Irremediable Breach" of APAC's Shareholders' Deed.

In Dexus Capital Investment Services Pty Ltd v Australia Pacific Airports Corporation Limited [2026] NSWSC 600, Hammerschlag CJ in Eq found that Dexus had disclosed APAC's most commercially sensitive information to over 130 individuals across more than 40 organisations in an attempted sale process. It did so without telling APAC or the other shareholders, and in breach of the confidentiality regime under the Shareholders’ Deed and then concealed the extent of what it had done.

The judgment is a timely case study in what can go wrong when commercial considerations are not balanced against contractual compliance and good governance. A recent G+T insight considers the decision and outlines important lessons from the decision for directors, fund managers, trustees, in-house counsel and advisers around:

• knowing your contractual obligations before starting a sale process
• tailoring confidentiality provisions
• managing conflicts proactively (especially where there are nominee directors)
• documenting decision-making processes
• the importance of being candid when issues arise (while Dexus’ breach was serious, its response (and attempts to obfuscate and conceal that "irrevocably undermined" trust between the shareholders) made it much worse).

The fallout from the KPMG whistleblower matter has been significant, and it is clear that the risks of falling short are significant – from regulatory investigations and costly litigation to reputational damage that can be hard to repair. KPMG's CEO, Chair, audit  head and two senior audit partners have each resigned. ASIC has commenced a preliminary investigation into the conduct of at least three KPMG registered company auditors. A federal parliamentary joint committee is examining the matter, and the government is indicating reform measures.

By way of background, in May 2024, a former senior executive of KPMG invoked statutory whistleblower protections and made allegations concerning audit independence, misuse of confidential client information, tender integrity failures and governance failures at the senior leadership level. The core allegation was that KPMG staff had internally accessed and circulated restricted client documents to inform major audit tenders.

KPMG's initial internal investigation into those allegations was, as the firm has since admitted, "not conducted with the necessary rigour required". When the whistleblower lost confidence that the organisation would act, they escalated the matter to the Australian Senate, where the allegations were aired under parliamentary privilege.

This is all a timely reminder for companies to review their whistleblower framework and ensure that senior employees and leaders are equipped to recognise protected disclosures and handle them correctly from the outset. The key takeaways are:

• Foster an open culture and ensure whistleblower investigations are robust, or risk public disclosure. Employees need to know that, if they put their hand up, their allegations will be properly investigated, that substantiated concerns will lead to meaningful action, and that they will be protected for having spoken up. Where that confidence is lost, there is a real risk that a whistleblower will make a "public interest disclosure" (in this case a protected disclosure to a member of Parliament) and the matter will become public.
• Failures can have serious personal consequences for those responsible and for the company. The resignations of KPMG's CEO, Chair, audit head and two senior audit partners are a strong reminder that responsibility for handling whistleblower disclosures falls on identifiable individuals, and the consequences of getting it wrong can be severe. KPMG has had its federal government contracts frozen and a number of major clients break ties with it.
• Have robust training in place for eligible recipients to identify whistleblower disclosures. It is possible that the matter would have been handled differently by KPMG if the disclosure had been treated as a whistleblower disclosure from the beginning. Instead, it was initially characterised as a personal workplace grievance.
• Careful thought should be given before relying on legal privilege when public interest disclosures take place.  Because KPMG engaged an external law firm to conduct its investigations, it was able to claim legal professional privilege over much of the investigation material in response to notices for production. However, it relied on those legal documents as part of its response to the Senate. The Senate criticised KPMG for taking this approach and much of the media coverage dedicated itself to KPMG’s claims of privilege ultimately leading to KPMG withdrawing their claim.

Many thanks to Kaushalya Mataraaratchi for this insight.

From record-breaking penalties and executive accountability to coordinated regulator action, scams prevention reforms and major anti-money laundering and counter-terrorism financing changes, the regulatory landscape continues to evolve rapidly in 2026. We’re seeing regulators  pursue larger penalties, increased scrutiny of senior management and boards, and a growing willingness to work together across enforcement actions. Cost of-living pressures, privacy, financial misconduct and consumer protection also remain firmly in the spotlight. A recent G+T insight unpacks the key enforcement trends shaping 2026 so far and explores the regulatory risks and developments impacting financial services, superannuation, supermarkets and retail, digital platforms and technology, healthcare and other data-intensive businesses.

Further, on 20 July 2026, ASIC announced that it has secured record civil penalty orders totalling more than $830 million for the 2025-2026 financial year. From July to December, those orders totalled $350 million followed by a further $480 million from January to June. This does not include proposed or agreed civil penalties that remain subject to court approval in 2026.

On 11 June 2026, the ACCC reported that JB Hi-Fi had begun refunding more than $250,000 to 206 affected consumers who bought products advertised with allegedly misleading discounts. The ACCC alleged that JB Hi-Fi promoted 17 products with an erroneous discount, 11 of which were sold. The ACCC noted that the pricing issues were largely due to system and human errors, some of which JB Hi-Fi had addressed before the investigation, and that JB Hi-Fi cooperated with the investigation and took steps to prevent similar issues in future.

Misleading pricing remains an ACCC enforcement priority, although the ACCC resolved this matter administratively without taking further formal enforcement action given JB Hi-Fi's cooperation and compensation to affected consumers and the small number of affected products. As the end-of-financial-year sale season begins, directors of consumer-facing businesses should review their promotional pricing (including price comparisons) for compliance with the Australian Consumer Law.

Many thanks to Justin Mannolini, Ariane Moir and Rachael Griffiths-Szeto for this insight.

On 16 June 2026, APRA published an updated draft of CPS 510 for banks, insurers and superannuation trustees, alongside a response to industry feedback. The new CPS 510 seeks to consolidate five existing prudential standards into one cross-industry prudential standard that sets out requirements for board governance, conflicts management and the fitness and propriety of directors and executives.

Key features include greater flexibility for boards to delegate non-core matters, a 12-year director tenure limit, removal of the presumption of independence for directors serving on multiple group boards, formalised board skills matrix requirements, enhanced fit and proper processes, and greater flexibility for boards to delegate non-core matters.

Paired with streamlining of the Financial Accountability Regime which ASIC and APRA announced the same day (see item below), APRA also proposes to remove routine fit and proper notification forms, eliminating reporting for approximately 6,000 individuals.

The consultation on draft CPS 510 is open until 28 August 2026, with a final standard expected by end of 2026 and commencement in January 2028. See a recent G+T insight for a deeper dive into the proposed changes and some suggestions for what regulated entities should be doing now.

On 16 June 2026, ASIC and APRA jointly announced a suite of reforms to the Financial Accountability Regime (FAR) designed to reduce the administrative burden on regulated entities without lowering accountability standards. APRA and ASIC intend to consult on and implement the changes by the end of 2026.

Three key changes are proposed:

• removal of the prescribed key functions requirements from the FAR regulator rules
• raising the materiality threshold at which entities must notify the regulators of changes to accountability arrangements
• removal of the requirement to include direct reports information in accountability maps.

ASIC will also streamline responsible manager AFS licensing requirements for FAR entities from October 2026, and APRA is also consulting on removing all reporting requirements under its fit and proper regime as part of its broader governance reforms outlined in the item above.

A recent G+T insight considers the reforms in more detail and suggests what entities subject to FAR obligations should be doing now to prepare for the reforms.

The Treasury Laws Amendment (Tax Reform No. 1) Act 2026 (Cth) and the Income Tax Rates Amendment (Tax Reform No. 1) Act 2026 (Cth) (Acts) received Royal Assent on 26 June 2026, enacting the significant package of tax and investment reforms announced in the 2026–2027 Federal Budget.

The Acts implement the following reforms from 1 July 2027:

• Capital gains tax: replaces the 50% capital gains tax discount for individuals, trusts and partnerships with cost base indexation, and introduces a 30% minimum tax rate on net capital gains to individuals.
• Negative gearing: restricts negative gearing for residential property to new builds.

See our recent G+T insight which discusses the impact of the above capital gains tax reforms, as well as further reforms to expand the venture capital sector also announced in the Budget, on private equity.

The Acts also deliver personal tax relief measures: a $1,000 standard deduction for work-related expenses from the 2026–2027 income year and a non-refundable Working Australians tax offset (maximum $250) from the 2027–2028 income year.

The following significant measures announced in the 2026–2027 Federal Budget have not yet been legislated and remain subject to consultation:

• Minimum tax on discretionary trusts: a 30% minimum tax on discretionary trusts is proposed from 1 July 2028. The government is currently consulting on particular aspects of this proposal, with submissions due by 31 July 2026.
• R&D tax incentive: from 1 July 2028, core R&D offset rates will increase by 4.5 percentage points and only core R&D expenditure will qualify.
• Venture capital: venture capital limited partnership and early stage venture capital limited partnership investee and fund size thresholds will be significantly increased from 1 July 2027.

On 8 July 2026, the Panel published the seventh issue of Guidance Note 4: Remedies General, covering interim orders, declarations of unacceptable circumstances, final orders, costs orders and undertakings. The updated GN is aimed at keeping Panel matters moving quickly and efficiently by reducing conduct that slows proceedings and addressing failure to answer questions directly or produce documents or other materials when first requested.

GN 4 no longer describes costs orders as the “exception to the rule.” Cost orders still do not follow automatically, and a party may bring or resist a reasonably arguable first application in a businesslike way without exposure to a costs order. However, where warranted, the Panel may award indemnity costs, order a party’s directors or legal advisers to pay costs and make an order that substantively covers a party’s legal costs. A final costs order remains available only if the Panel has made a declaration of unacceptable circumstances.

Boards and in-house counsel involved in control transactions should keep in mind that Panel matters are expected to move quickly. There should be a clear response process for document collection, direct submissions and prompt escalation of information gaps.

M&A is increasingly part of the strategic conversation for charity and not-for-profit boards. The Australian Institute of Company Directors’ Not-for-profit Governance & Performance Study 2025–2026 found that 20% of not-for-profit organisations expected to discuss a merger in the next 12 months. The Pitcher Partners June 2025 NFP Survey indicated that consideration of M&A had risen from 15% in 2022 to 71% in 2025.

These statistics are not surprising. In the context of funding pressure, increased compliance costs, workforce challenges and growing demand for services, a merger or acquisition can be a way for charities and not-for-profits to preserve services, improve financial sustainability and increase impact.

A recent G+T insight considers M&A activity in the charities and not-for-profits space where such activity, and how it is structured, also needs to advance the organisation’s purpose.