Corporate Advisory Update | March 2026

ASIC releases misconduct reporting and enforcement outcomes data – corporate governance under scrutiny

On 25 February 2026, ASIC released key data relating to reports of misconduct and outcomes of its enforcement actions for the period 1 July 2025 to 31 December 2025. The data reveals a notable increase in misconduct reports, with corporate governance matters emerging as a key area of concern.

During the reporting period, ASIC received 9,686 reports of misconduct raising 13,036 issues – a 28% increase compared to the previous six months. Corporations and corporate governance matters saw a particularly sharp rise, accounting for 40% of reports and jumping from 3,819 issues to 5,217 issues. Financial services and retail investor issues accounted for 44% of reports.

Of the concerns reported in the corporations and corporate governance category:

• 35% related to governance issues
• 19% related to failures to provide records to liquidators
• 11% related to fraud allegations
• 9% related to insolvency matters and 5% to registered liquidator conduct
• the remaining 22% related to other issues such as shareholder issues and reporting issues.

ASIC has attributed the rise in part to ASIC’s website upgrade in June 2025, which has made it easier for the public to report misconduct. ASIC Deputy Chair Sarah Court also noted that the increase in corporate governance reports “underscores ASIC’s enforcement priorities, which include tackling governance and directors’ duties failures, reaffirming that stronger governance remains a top priority for ASIC”.

During the reporting period, ASIC took enforcement action against 69 parties in relation to corporate governance misconduct (including breaches of directors’ duties), and as at 2 January 2026, 27 criminal and eight civil proceedings relevant to its corporate governance enforcement outcomes remained in progress. Read more about ASIC’s enforcement priorities and its July to December 2025 enforcement and regulatory update.

Further, on 6 March 2026, the Parliamentary Joint Committee on Corporations and Financial Services held its second hearing inquiring into the activities of ASIC and the Takeovers Panel. ASIC Chair, Mr Joe Longo, delivered the opening statement, which highlighted that ASIC has been focused on improving its enforcement capabilities, as “one of the most active law enforcement agencies in the country”, and noted that ASIC secured a record high of $350 million in civil penalties from July to December 2025.

The above reflects the dual microscope of ASIC and investors on corporate governance and ASIC's expectations that directors and executives must "meet the highest standards of corporate governance". With reporting now easier and continued ASIC surveillance, directors should ensure their corporate governance frameworks and practices are robust and that they remain focused on their oversight and governance responsibilities.

Penalties imposed in first proceedings by a Treasurer under Australia’s foreign investment laws

The Treasurer launched first proceedings against a foreign investor under Australia’s foreign investment laws for breach of a disposal order and was successful, with the Federal Court of Australia awarding a combined $14 million in penalties.

The background to the orders were:

• In 2023, the Treasurer blocked an attempt by Yuxiao Fund to increase its stake in Australian critical minerals company Northern Minerals Limited (Northern Minerals).
• After an investigation into share trading, in June 2024, the Treasurer ordered five investors with apparent links to China (including Indian Ocean International Shipping and Service Company Limited (Indian Ocean)) to divest their stake in Northern Minerals to unconnected people under section 69 of the Foreign Acquisitions and Takeovers Act 1974 (Cth) (Disposal Orders), due to national security concerns.
• In July 2024, Indian Ocean contravened section 7 of the Disposal Orders and section 89(1) of the FATA by disposing of all its shares in Northern Minerals to its sole director and shareholder, who subsequently divested her stake in Indian Ocean and resigned as director.

In July 2025, the Treasurer brought action for failure to comply with the Disposal Orders. Then on 30 January 2026, the Federal Court of Australia held that the transfer of shares breached the Disposal Orders and imposed a pecuniary penalty of $10 million on Indian Ocean for its contraventions, as well as $4 million on its former director and shareholder on the basis that she was ‘knowingly concerned in Indian Ocean’s contravention’ of the Disposal Orders.

The decision serves as a reminder of the Treasurer’s significant powers and focus on the critical minerals sector.

Greenwashing decision: what the ACCR v Santos case means for your climate disclosures

The Federal Court has dismissed greenwashing claims brought by the Australasian Centre for Corporate Responsibility (ACCR) against Santos. This is the first time an Australian court has substantively examined a greenwashing claim brought by a private applicant against a listed company.

The Court found that Santos’ descriptions of natural gas as ‘clean energy’ and its 2040 net zero target were not misleading when read in context and from the perspective of the relevant target audience. Although Santos was successful, the case highlights that greenwashing risk remains active and demonstrates how closely courts and regulators will scrutinise climate claims.

Our recent insight considers the decision in detail and outlines important guidance for companies making sustainability-related claims, setting emissions targets or labelling products with certain claims, including:

• context is critical
• audience matters
• future targets must be backed by reasonable grounds
• common terminology is evolving and must be kept in mind
• omissions can create exposure.

Unfair trading practices targeted in proposed Australian Consumer Law reforms

On 9 February 2026, the Australian Government released exposure draft legislation (the Competition and Consumer Amendment (Unfair Trading Practices) Bill 2026 (Draft Bill)) to amend the Australian Consumer Law (ACL). Submissions closed on 23 February 2026. The Draft Bill is proposed to commence on 1 July 2027.

The Draft Bill would introduce:

• a new general prohibition on unfair trading practices (UTPs)
• targeted subscription contract requirements to curb unfair subscription practices
• stronger disclosure obligations around transaction-based charges to combat drip pricing.

The Draft Bill does not include specific prohibitions on dynamic pricing.

A recent insight by our CCMR team provides a summary of the Bill and its implications.

ASIC key issues outlook for 2026

On 27 January 2026, ASIC Chair Joe Longo published areas of focus for 2026, identifying ten priority areas where risks are most likely to emerge. ASIC’s outlook is set against a backdrop of continued cost-of-living pressures, rising debt levels, geopolitical tensions and rapid advances in artificial intelligence that are transforming financial services and fuelling AI-powered crime.

The focus areas outlined by ASIC include (in no ranked order):

• Increased retail client exposure to private credit markets, including risks of mis-selling, unsuitable product selection and decision-making without adequate disclosure.
• Operational failures by super trustees resulting in member harm.
• Consumers losing retirement savings through aggressive marketing and unsuitable advice models.
• Technology and artificial intelligence (AI) risks, including agentic AI and technology-amplified scams, with a call to test ‘operational resilience and crisis responses, and address vulnerabilities with their third-party service providers’.
• Elevation of cyber risk by increased digitisation of data, reliance on outdated technology and the evolving capability of malicious actors.
• Regulatory gaps for emerging participants in digital assets, payments and AI.
• Poor insurance claims handling particularly following extreme weather events.
• Replacement of ageing CHESS infrastructure.
• Poor quality financial and sustainability reporting and audit quality.
• Increased risk appetite in the banking sector in response to competitive pressures.

Boards and in-house legal teams will need to consider how any of these focus areas may impact their business and ensure they take appropriate action to address any concerns.

ACCC developments

ACCC’s 2026–2027 priorities (and some early insights into the new merger regime)

On 19 February 2026, ACCC Chair Gina Cass Gottlieb outlined the ACCC’s 2026–2027 compliance and enforcement priorities, focusing on:

• Ongoing concerns around cost-of-living pressures, which will mean continued close scrutiny over supermarket, retail energy and aviation sectors.
• Manipulative, false and anti-competitive practices in the digital economy, as well as the increase in unsafe consumer goods supplied in digital markets.
• Senior management accountability in ensuring adequate corporate compliance.

Chair Cass Gottlieb also shared early insights into the operation of Australia’s new merger regime, including guidance on the waiver process during the early days of the new merger review process, and reported that:

• Since 1 July 2025 (when the voluntary notification period commenced), the ACCC received 31 merger notifications, resulting in 15 approvals and 16 transactions currently under assessment (including two in-depth ‘Phase 2’ reviews).
• To date, the ACCC has met its target of determining 80% of waiver and notification applications within 20 business days.
• The three notification waiver applications in relation to which the ACCC determined to not grant a waiver, the ACCC was unable to reach a concluded view based on the information before it, indicating that it will reject waivers if it requires more material to understand the competitive dynamics associated with a given transaction.

Read more in our recent insight from the Competition, Consumer and Market Regulation (CCMR) team.

Merger reforms insights from our CCMR team

Our CCMR team have published a series of more in-depth insights which consider the impact of the new merger reforms on specific sectors and entities, including:

• Merger reforms – key takeaways for PE investors
• Merger reforms – impact on real estate transactions
• Merger reforms – special obligations for major supermarkets.

ASX has issued guidance on how it assesses the 'good fame and character' of directors, CEOs and CFOs of listing applicants.

While the approach is unchanged for officers with clear records, the guidance gives greater transparency where there are historical conduct issues. It outlines 14 factors ASX will consider, including the nature and timing of the conduct, enforcement outcomes, rehabilitation and whether issues were disclosed early.

Two implications are clear:

• Disclose early – Failing to disclose adverse information may raise concerns about candour and due diligence, and affect listing suitability.
• Expect transparency – ASX may require representations about an officer’s character to be included in listing documents.

Read more in a recent G+T Insight.

Environmental, social and governance initiatives remain a focus for shareholders

On 13 February 2026, the Australian Institute of Company Directors released an article detailing the trends observed across annual general meetings held by listed companies in 2025.

The recurrence of questions relating to companies’ climate, nature and diversity initiatives demonstrates that shareholders continue to be interested in how companies respond to non-financial risk matters.

The article notes that, in the energy infrastructure sector, there were requisitions seeking company reports on the alignment of new projects with climate commitments and due diligence regarding development partners’ compliance with health, safety, environmental and heritage standards.

Companies also faced questions regarding directors’ understanding of (and attitudes towards) the company’s use of artificial intelligence , data privacy and scope for productivity gains driven by AI.

Directors should note that AI represents a potential new battlefield for activist investors and ensure clear oversight and communication on ESG strategy and technology matters.

Many thanks to Justin Mannolini and Rachael Griffith-Szeto for this insight.

FIIG Securities Limited to pay $2.5 million penalty over cyber security failures

On 9 February 2026, ASIC announced that the Federal Court of Australia had ordered FIIG Securities Limited to pay a $2.5 million penalty for cyber security failures and pay $500,000 towards ASIC’s costs. In addition, the Court ordered FIIG to implement a compliance program involving an independent expert to ensure appropriate management of its cyber security and cyber resilience systems.

ASIC brought the action following a cyber attack which targeted FIIG on 19 May 2023 and led to approximately 385 gigabytes of client data (including driver’s licences, passport information, bank account details and tax file numbers) being published on the dark web.

The Federal Court found that between 13 March 2019 and 8 June 2023 (during which FIIG controlled approximately $3 billion in client assets), FIIG failed to comply with its Australian Financial Services Licence obligations in breach of section 912A(5A) of the Corporations Act 2001 (Cth). The cyber security failures included not having:

• sufficient personnel and technological resources to manage cyber security
• adequate cyber security technology measures
• a sufficient risk management system to manage key software systems updates.

ASIC stated it “expects AFS licensees to prioritise cyber resilience and invest in people, systems and governance which are fit-for-purpose for entity size and the sensitivity of client information held”.

The decision is a reminder for Boards to continue to monitor, and direct sufficient resources to, their cyber security programs and processes to ensure their companies are well positioned to manage evolving cyber security threats.

Regulation in Motion

Our latest edition of Regulation in Motion for the financial services sector includes:

• ASIC finalises relief for stablecoins and wrapped tokens
• Enhanced regulatory sandbox under review
• AML/CTF reform
• Australia reshapes digital asset regulation
• Shift from private credit to wholesale funds generally.