Corporate Advisory Update – September 2026

The Australian Government has released exposure draft legislation to reform non-compete clauses and other restraints on workers. Submissions on the draft legislation close on 2 October 2026.

The proposed reforms could reshape how private capital firms and their portfolio companies protect investments, retain key people and approach post-employment restraints. Importantly, the draft also provides greater clarity on where restraints in sale and shareholder arrangements sit under the proposed regime.

A recent G+T insight looks at what’s changing, where the key pressure points are for private capital and what firms should be considering now.

ASX tightens shareholder approval requirements for dilutive acquisitions and listing status changes

ASX has finalised significant amendments to the Listing Rules and Guidance Notes concerning shareholder approval for dilutive M&A transactions and changes to an entity’s ASX listing status. The reforms follow consultations commenced in October 2025 and are intended to give shareholders a greater say over transactions involving substantial dilution or material changes to the regulatory framework applying to their investment.

The amendments are set out in Annexures A of the ASX’s 18 September 2026 report - Shareholder approval of dilutive acquisitions and changes in admission status: Consultation Response: Changes to Listing Rules and Guidance Notes. Subject to completion of the statutory rule-amendment process, the changes will take effect on 21 October 2026.

For M&A, the key change affects entities in the S&P/ASX 300 at the time a regulated takeover or merger is announced. Currently, ASX-listed bidders can generally issue shares representing up to 100% of their existing ordinary shares as consideration under a regulated takeover or merger without bidder shareholder approval (the existing “reverse takeover” limit). From 21 October 2026, the default threshold for S&P/ASX 300 entities will reduce to 25%. An S&P/ASX 300 entity will, however, be able to adopt a higher threshold of up to 100% through a post-listing constitutional amendment or shareholder resolution (which will last  up to three years without needing to be refreshed). The existing 100% threshold will continue to apply to entities outside the S&P/ASX 300.

The period for completing an issue of securities approved in connection with a reverse takeover will also be extended from six to 12 months, recognising the longer execution timetables often associated with transactions requiring court, regulatory or foreign approvals.

ASX is also introducing clearer shareholder approval requirements for changes in admission status and voluntary delistings. An entity seeking to change from a standard ASX Listing to an ASX Foreign Exempt Listing will generally require approval by ordinary resolution. For voluntary delistings, the new rules largely codify ASX’s existing guidance and provide greater certainty as to when shareholder approval is required. In particular, a dual-listed entity that was first listed on ASX will generally require shareholder approval to delist, while approval will generally not be required where the entity was first listed overseas or does not have a material Australian shareholder base (broadly, where less than 25% of its ordinary securities are held by holders with registered Australian addresses), provided its securities will remain readily tradeable on an overseas exchange. Additional minority protections will apply where a delisting follows a takeover in which the bidder has obtained control but not reached the compulsory acquisition threshold.

For listed entities and their in-house teams, the changes warrant early consideration when structuring significant scrip-funded acquisitions, particularly given the potential impact of a shareholder approval condition on transaction timetables and execution certainty, and when considering any change to an entity’s ASX listing arrangements.

Critical changes to Australia’s merger control regime

On 15 September 2026, the Treasury Laws Amendment (Strengthening Accountability for Tax Adviser Misconduct and Other Measures) Bill 2026 (Bill) received Royal Assent.

Among other measures, the Bill refines the mandatory merger regime in the Competition and Consumer Act 2010 (Cth) (CCA) in three key respects:

• Non-notified acquisitions are no longer automatically void. Instead, an acquisition is void only if the Federal Court so declares on application by the ACCC. This change will provide greater certainty to businesses and could give the ACCC greater flexibility to provide guidance on the types of transactions that it considers do not require notification under the new merger regime.
• Merger parties can now ask the ACCC to extend the 12-month period for completing an approved acquisition by up to six months at a time, with no limit on the number of extensions. This will reduce the administrative burden on businesses that have delays in putting into effect a transaction that had been notified and received ACCC approval by providing a more streamlined pathway to refreshing the original decision, focusing on any relevant market changes in the intervening period.
• The definition of “associate” for the purpose of assessing whether a transaction will confer joint control has been narrowed and the definition now focuses on the degree of practical control and influence that will be jointly exercised between the relevant parties, including any corporate relationship or agreement to influence or act in concert with each other.

The voiding and associate changes apply to acquisitions completed on or after 16 September 2026. The extension mechanism is also available for acquisitions if a determination is made after 16 September 2025 (that is, in the 12 months prior to commencement of the Bill). A recent G+T Insight considers the changes in more detail.

On 8 September 2026, the Australian Government released the exposure draft of the Online Safety Amendment (Digital Duty of Care) Bill 2026 (Draft Bill) proposing the most significant overhaul of Australia's online safety framework since the Online Safety Act 2021 (Cth) commenced.

The Draft Bill would replace the existing patchwork of service-specific codes, standards and basic online safety expectations with a single, principles-based ‘digital duty of care’. This new duty of care would require providers of almost every website and app accessible in Australia (including AI services) to "ensure, so far as is reasonably practicable, a safe online environment." This shift is accompanied by mandatory annual written risk assessments, six-year record retention obligations and penalties of up to $109.2 million for non-compliance.

The Draft Bill departs materially from the framework consulted on in the Government's earlier Issues Paper and the 2024 Rickard Review in several important respects:

• it imposes an outcomes-focused obligation (rather than a process-based one)
• it grants the Minister broad delegated powers to expand the categories of harm and covered services
• it contains no express protections for legitimate communications such as journalism, political speech, court reporting or educational content (even where the intention is to inform rather than harm)
• it does not directly regulate algorithms and instead introduces a broad concept of "user empowerment tools" that the Minister may require any covered service to provide, on an opt-out rather than opt-in basis.

Key definitions, including the definition of "harm," also contain inconsistencies that will need to be resolved before any final form of the legislation is settled. If enacted as currently drafted, the breadth and ambiguity of the proposed framework risks imposing burdensome compliance obligations on a wide range of online service providers. It is likely that several parts of the Draft Bill will undergo further change.

Consultation on the Draft Bill closed on 22 September 2026, and the Government has indicated it intends to introduce the Bill to Parliament this year. A recent G+T Insight provides a detailed analysis of the Draft Bill, including eight key takeaways, and other practical implications for online service providers.

On 11 September 2026, ASIC released Consultation Paper 391 seeking feedback on what information on the companies register should be available in the future and who should be able to access it. The consultation aims to balance transparency of important business information against privacy and safety risks, particularly given the increasing prevalence of cybercrime and impersonation scams.

Background:

• officeholders and companies will need to provide certain information, including director IDs, officeholder service addresses and electronic addresses to ASIC though company reporting processes from 1 July 2027
• residential addresses of company officeholders have been removed from company extracts purchased through ASIC’s website since February 2026 due to privacy and safety concerns.

As part of the consultation, ASIC proposes to make more information available for free, including officeholders’ names and whether they a current or former officeholder, director identification numbers and director ID confirmations.

Access would be tiered across four user categories: general, company, business and government, with officeholders’ year of birth, residential locality (state and country) and service address available to all registry users from 1 July 2027. Sensitive personal information such as birth information, residential address and electronic addresses would be restricted to verified users with a clear need to access it. Residential addresses would only be available for general access after 1 July 2028 if a service address has not been lodged with ASIC.

Consultation closes on 12 October 2026. ASIC has stated that it intends to announce its final position on access to information by early 2027, with full implementation expected by 1 August 2028.

On 24 August 2026, Treasury released a Consultation Paper proposing efficiency-focused  reforms to Australia's mandatory climate-related financial disclosure regime. Submissions close on 2 October 2026.

With Group 1 entities completing their first reporting cycle and Group 2 entities now entering the regime, Treasury is consulting on three key proposals:

• adjusting assurance settings — including options to make limited assurance permanent, delay the transition to reasonable assurance from 2030 to 2035, or adopt a tiered model;
• providing clearer guidance on proportionality mechanisms and key concepts in AASB S2 Climate-related Disclosures; and
• setting boundaries for value-chain supplier information requests.

Importantly, Treasury is not proposing changes to AASB S2 or the legislative definitions themselves at this stage.

The government has also:

• announced its intention in the 2026-27 Budget to raise the large proprietary company thresholds (from $50m to $100m in revenue and $25m to $50m in gross assets), which would relieve a number of medium-sized entities from mandatory sustainability reporting; and
• released voluntary Transition Planning Guidance to help organisations plan credibly for decarbonisation and climate resilience.

ASIC has also launched a package of educational materials and a sustainability reporting video series to help businesses prepare for sustainability reporting. For now, the current rules apply, so businesses should continue preparing for 2026–27 reporting while considering how the proposed changes could affect their approach. For a detailed analysis of the proposals and practical next steps, read our recent G+T insight.

APRA and ASIC have commenced consultation on proposals to streamline the administration of the Financial Accountability Regime (FAR).

The proposals would:

• remove the requirement to assign prescribed key functions to accountable persons and record those assignments in the FAR register
• remove the expectation that enhanced entities include reporting lines to accountable persons in their accountability maps.
  

APRA and ASIC estimate the changes would reduce reporting for approximately 4,500 accountable persons and halve the number of accountability map updates.

The consultation is open until 2 October 2026, with final changes expected to be released in late 2026 and take effect from early 2027.

A recent G+T insight considers the proposed changes and what entities subject to FAR should be considering now to determine whether the proposed simplifications would affect their organisation’s accountability mapping and reporting obligations.

Australia’s privacy reform agenda has entered its next significant phase following the Attorney-General’s release of the long-awaited Exposure Draft of the Privacy Amendment (Personal Data Protection) Bill 2026 on 31 August 2026. The consultation period ended on 18 September 2026, and the government has indicated it intends to table legislation in Parliament before ethe end of the year.

The package contains around 40 proposals and represents a broader set of changes than the first tranche of reforms. A recent G+T Insight examines the key reforms in detail, which include:

• a new ‘fair and reasonable’ test for the handling of personal information;
• expanded definitions of personal and sensitive information;
• a new controller/processor framework;
• a right to erasure for large digital platforms;
• stronger data breach obligations; and
• new restrictions on the trading of personal information.
  

The practical implications are significant, and the proposed reforms would require a broad reassessment of how personal information is collected, used, disclosed, secured and retained (including information already held as many of the proposed changes apply to information already held by organisations.