On the pulse
Advancing Australia’s regulatory roadmap for public and private capital markets – see media release.
ASIC makes new clearing and settlement rules to promote competition – see media release.
Senate Economics Legislation Committee, 2024-2025 Additional Budget Estimates – see speech.
ASIC releases half-yearly enforcement and regulatory update – see media release.
ASIC InFocus – March 2025 – see InFocus.
ASIC updated guidance to clarify treatment of student loan commitments by banks and lenders – see media release.
Opening Statement to Senate Economics Legislation Committee – February 2025 – see media release.
APRA proposes changes to strengthen and streamline governance and fit and proper requirements – see media release.
ASX Corporate Governance Council closes consultation on draft Fifth Edition Corporate Governance Principles and Recommendations – see media release.
ASX welcomes ASIC discussion paper – see media release.
Speech – Address to the Super Summit – see speech.
G+T Insight: ACCC releases guidance on transitional arrangements to the new merger control regime
G+T Insight: Is the AI policy pendulum swinging from safety to innovation before risks are resolved?
G+T Insight: Is it time to descend from Everest? A case for the reform of Section 661A of the Corporations Act
G+T Insight: The battle of the coffee jars
G+T Insight: ASIC releases discussion paper on private and public capital in Australia
G+T Insight: India’s commercial reservation preserves immunity from arbitral award enforcement: Full Federal court rules
G+T Insight: New FIRB portal: Key updates on applications and compliance reports
ASIC
Advancing Australia’s regulatory roadmap for public and private capital markets
On 25 January, ASIC released a discussion paper Australia's evolving capital markets: A discussion paper on the dynamics between public and private market (Discussion Paper). The Discussion Paper outlines ASIC's preliminary views on the opportunities and risks emerging from shifts in public and private capital markets and invites feedback and debate on key regulatory questions.
Key points:
Discussion Paper launch: ASIC's Discussion Paper explores the changing dynamics in capital markets, including declining public market listings, the growth of private market investments and the influence of superannuation funds.
Dual goals: ASIC aims to make Australia's markets attractive to companies and investors while mitigating risks. The regulator is considering whether interventions or regulatory adjustments are needed to enhance market attractiveness.
Public market concerns: ASIC is concerned about the cyclical downturn in Australian initial public offerings (IPOs) and public companies, which could adversely affect the economy and investor participation. Regulatory settings may need adjustments to improve market attractiveness.
Private market risks: The private credit market, though not systemically important, faces potential failures and is untested by prior crises. ASIC is increasing its supervision of private equity and private credit funds, focusing on governance, valuation, conflicts of interest and investor treatment.
Superannuation influence: The growing dominance of superannuation in Australia's economy is a key area of interest, given its role in financial wellbeing during retirement.
Data and transparency: ASIC highlights the need for better data and information gathering powers to enhance market transparency and identify risks and opportunities effectively.
International context: Other regulators are also reviewing their settings in response to capital market changes, focusing on public market strength and private market transparency and investor protection.
Responses to the discussion paper are due by 5pm on 28 April 2025.
See media release and landing page for the Discussion Paper.
See our article.
ASIC makes new clearing and settlement rules to promote competition
ASIC used new powers to promote competitive outcomes in clearing and settlement (CS) by requiring the ASX to provide its CS services on a transparent and fair basis, with a requirement to publish a comparison of fees against international providers.
See ASIC media release.
Senate Economics Legislation Committee, 2024-2025 Additional Budget Estimates
Key takeaways from the opening statement by ASIC Chair Joe Longo at the Senate Economics Legislation Committee, 2024-2025 Additional Budget Estimates, held on 27 February 2025:
New executive appointments: ASIC appointed Scott Gregson as the new CEO, effective 17 March 2025, succeeding interim CEO, Greg Yanco. Amy Nichol has been appointed as General Counsel and Peter Dunlop promoted to Executive Director Enterprise Services.
Public and private markets: ASIC released a discussion paper addressing key issues in public and private markets, noting a decline in IPOs and growth in private capital funds. The paper seeks feedback on balancing market accessibility and economic growth with risk protection.
Simplification initiative: The ASIC Simplification Consultative Group held its first meeting to discuss reducing regulatory burdens and simplifying guidance and legislative instruments to benefit consumers, investors, businesses and directors.
Enforcement outcomes and priorities: ASIC reported a 20% increase in investigations and civil litigation filings, with significant enforcement actions in areas like greenwashing, crypto and insider trading. Key enforcement priorities for 2025 include protecting consumers and investors, targeting exploitative business models and upholding market integrity.
See full speech.
ASIC releases half-yearly enforcement and regulatory update
On 28 February 2025, ASIC released ASIC Report 804: ASIC enforcement and regulatory update: July to December 2024 (REP 804), which sets out an overview of ASIC's work and key matters between 1 July 2024 and 31 December 2024 and a summary of its recent outcomes in enforcement and regulations (see ASIC: Summary of enforcement outcomes: July to December 2024).
The report includes ASIC's regulatory developments timetable, which outlines proposed time frames for ASIC regulatory work, such as the publication of draft or final guidance, anticipated making of legislative instruments and publication of insights arising from thematic surveillances.
For more information, see ASIC media release (25-026MR).
ASIC InFocus – March 2025
Launching soon – new portal for Australian financial services (AFS) licence applications: ASIC will launch a new digital AFS licence portal in May 2025, enabling applications, maintenance and variations of AFS licences.
The improved ASIC Professional Registers Search – March release: Users will soon be able to purchase professional registers documents and extracts directly from the ASIC Professional Registers Search.
New Multi-Factor Authentication feature is coming: ASIC will introduce authentication via an authentication app starting in April, delayed from the original mid to late March schedule.
Importance of meeting ASIC Registered Agent obligations : ASIC emphasises the importance of Registered Agents maintaining public confidence in the information held on the registers.
Registered Agents must obtain authorisation for all company changes: Registered Agents must receive authorisation from the company before lodging any company documents with ASIC.
It's illegal to underpay: New Commonwealth laws criminalise the intentional underpayment of wages and other entitlements.
See ASIC InFocus.
ASIC updated guidance to clarify treatment of student loan commitments by banks and lenders
ASIC updated its regulatory guidance to clarify how banks and lenders should consider Higher Education Loan Program (HELP) and other student loan commitments when assessing a consumer's ability to take on new credit. This update to Regulatory Guide 209 (RG 209) follows a request from the Treasurer and consultations with industry associations and consumer groups. The update acknowledges that HELP debts differ from other forms of debt as repayments depend on the borrower's income level. The changes aim to improve access to credit, particularly for first home buyers, without altering broader lending policies or responsible lending obligations. ASIC and APRA have collaborated to ensure consistency in the updated guidance.
See ASIC media release.
ASIC key actions and proceedings
ASIC shuts down 130 investment scam websites per week: Online scammers are directly in ASIC’s cross hairs with new data revealing more than 10,000 investment scam websites and online advertisements have been shut down by the agency. See ASIC media release.
Federal Court freezes assets of First Guardian Master Fund and director David Anderson: ASIC has obtained interim orders freezing the assets of Falcon Capital Limited, the First Guardian Master Fund and David Anderson. Falcon is the responsible entity for First Guardian and David Anderson is a director of Falcon. See ASIC media release.
Federal Court freezes assets of Osama Saad, former director of Aus Super Compare and Atlas Marketing: Following an application made by ASIC, the Federal Court has made interim orders freezing certain assets of Osama Saad, former director of Aus Super Compare Pty Ltd (in liquidation) and Atlas Marketing Pty Ltd (in liquidation). See ASIC media release.
Federal Court freezes assets of Melbourne financial adviser, Ferras Merhi of Venture Egg and FSGA: Following an application made by ASIC, the Federal Court has made interim orders freezing certain assets of Melbourne-based financial adviser Ferras Merhi. See ASIC media release.
ASIC cancels Australian credit licences of Tracie Lee Hanson and William James Lawrence: ASIC has cancelled the Australian credit licences of Queensland-based credit licensees Tracie Lee Hanson and William James Lawrence. See ASIC media release.
ASIC bans JB Markets director from providing financial services for eight years: ASIC banned Mr Peter Aardoom of Brisbane from providing financial services, controlling an entity that carries on a financial services business and performing any function involved in the carrying on of a financial services business for eight years. See ASIC media release.
Antonio Stella indicted on insider trading charges: Antonio Stella, of Donvale, Victoria, has been indicted on two counts of insider trading following an ASIC investigation. See ASIC media release.
ASIC charges Brendan Gunn for dealing with money suspected of being proceeds of crime: Brendan Gunn of Camp Hill, Queensland, has been charged by ASIC with dealing in money suspected to be proceeds of crime, involving $181,000 from investment scams related to cryptocurrency. The case, prosecuted by the Commonwealth Director of Public Prosecutions following an investigation and referral by ASIC, is next listed for 29 April 2025. See ASIC media release.
APRA
Opening Statement to Senate Economics Legislation Committee – February 2025
Key points from APRA Chair John Lonsdale's Opening Statement:
Financial system stability and risk management: The Australian financial system is resilient and stable, supported by a strong regulatory framework and proactive risk management amidst a complex 2025 environment.
Housing affordability and credit flow: Housing affordability remains a challenge with high household debt, but credit is accessible, with stable lending to first-home buyers and increased investor and business credit growth in 2024.
Regulatory updates and enforcement actions: APRA is consulting on changes to mortgage lending standards, including the treatment of HELP debts, and taken enforcement actions to address risk management concerns, with new regulatory initiatives set for 2025.
See APRA media release.
APRA proposes changes to strengthen and streamline governance and fit and proper requirements
APRA released eight proposals to update its prudential governance framework for banks, insurers and superannuation trustees, marking the first significant update in over a decade.
Key points:
Governance standards update: The proposals aim to reflect contemporary best practices and establish clear benchmarks for regulated entities.
Addressing poor practices: The changes target current areas of poor practice to ensure leaders have the necessary skills, experience and character for the currently complex risk environment.
Board responsibilities: Emphasis on the importance of effective governance for financial stability and sound risk management.
Proposed changes:
Board skills and experience: Lifting requirements for boards to ensure they have the right mix of skills and experience.
Fitness and propriety standards: Raising minimum standards and requiring significant financial institutions to engage with APRA on succession planning and potential appointments.
Conflicts of interest management: Extending requirements for managing conflicts of interest to banking and insurance.
Board independence: Strengthening board independence, especially for entities that are part of a group.
Roles clarification: Clarifying APRA's expectations around the roles of boards, the chair and senior management.
Tenure limit: Introducing a lifetime tenure limit of 10 years for non-executive directors at APRA-regulated entities.
Proportional application:
The changes will be applied proportionately, with reduced expectations for smaller and less complex financial institutions.
APRA aims to streamline its governance framework by removing duplicative or unnecessary requirements and developing a single set of prudential standards for all APRA-regulated industries.
APRA will seek feedback from a wide range of stakeholders during a three-month consultation period. Updated prudential standards and guidance are expected to be released for formal consultation in the first half of 2026, with the updated framework to be published by the beginning of 2027 and commencing by 2028.
The discussion paper is available on the APRA website.
See APRA media release.
Other bodies and regulators
ASX Corporate Governance Council closes consultation on draft Fifth Edition Corporate Governance Principles and Recommendations
The ASX Corporate Governance Council (the Council) – an independent body consisting of 19 member organisations –has closed its consultation process on the draft Fifth Edition of its Corporate Governance Principles and Recommendations.
The current Fourth Edition of the Corporate Governance Principles and Recommendations will remain in effect without change.
Changes to the Corporate Governance Principles and Recommendations require the support of a broad consensus of members. The Council’s consultation process has been collaborative and constructive, but it has become clear that a broad consensus has not been reached in support of the proposed changes.
The Council is mindful of the impact on the market of what has been an extensive consultation process and it is appropriate to now bring the process to a close and provide the market with certainty.
See ASX media release.
ASX welcomes ASIC discussion paper
ASX expressed support for ASIC's newly announced discussion paper and public consultation on the dynamics between public and private markets in Australia. James Posnett, ASX General Manager for Listings, highlighted the importance of regularly reviewing capital markets, the complementary nature of public and private markets and ASX's commitment to simplifying processes and improving the experience for listed entities.
See media release.
Listed@ASX Compliance Update
The ASX revised its approach to continuous disclosure regarding the naming of counterparties in market sensitive contracts. While the general expectation remains that counterparties will be named, the ASX now allows for limited circumstances where non-disclosure is permissible if the identity of the counterparty is not considered market sensitive information.
Key points:
Current guidelines: The existing guidelines under Listing Rule 3.1, as set out in section 4.15 of Guidance Note 8, remain in effect.
Supplementary guidelines: ASX introduced supplementary guidelines allowing entities to omit the counterparty's name if it is not market sensitive, provided specific statements are included in the announcement.
Disclosure requirements: If the counterparty's name is not disclosed, the announcement must confirm that the identity is not material, all relevant information is included and a sufficient description of the counterparty is provided.
Enforcement: ASX will monitor announcements and may take action if there is a material movement in the entity's security price following the release of an announcement that does not meet the new requirements.
Additional limited circumstances for non-disclosure:
ASX will accept non-disclosure of the counterparty's name if the announcement confirms the identity is not market sensitive, includes all material information and provides a sufficient description of the counterparty.
Entities are not required to consult ASX before lodging such announcements but must ensure accuracy and completeness to avoid misleading the market.
Monitoring and enforcement:
ASX continues to expect the disclosure of counterparties in most cases and will use its enforcement powers if announcements are found to be incomplete, inaccurate or misleading.
ASX may halt or suspend trading if there is a material movement in the entity's security price due to non-disclosure or speculation about the counterparty's identity.
Guidelines for announcements:
Announcements about market sensitive contracts should include detailed information about the counterparty, the nature of the contract and its significance to the entity.
Specific details such as the term of the contract, the products or services involved and any material conditions should be disclosed to enable the market to assess the impact on the entity's securities.
Contact information:
Listed entities must ensure their nominated person for communication under Listing Rule 12.6 is readily contactable and available during market hours and for at least one hour either side thereof.
The ASX's revised approach aims to balance transparency with the need to protect commercially sensitive information, while ensuring the market remains informed and able to assess the impact of market sensitive contracts on listed entities.
See compliance update.
ACCC guidance on merger review transitional arrangement
On 4 March 2023, the ACCC released its guidance on transitional arrangements to the new merger control regime.
See our Insight article and the ACCC’s media release.
While the Government released proposed notification thresholds in October last year, the final thresholds are still yet to be set by a Treasury Minister in a legislative instrument.
Legislation and proposed legislation
Speech – Address to the Super Summit
The Treasurer's speech at the Super Summit (the Summit) on 25 February 2025 focused on the economic partnership between Australia and the United States (US), highlighting the mutual benefits and opportunities for investment and collaboration. Key points included:
Economic ties and investment opportunities: The Summit aims to strengthen economic ties and explore investment opportunities between the two countries. The Treasurer emphasised the strategic and economic alignment that has historically secured prosperity for both nations.
Significant representation: The Summit gathered key representatives from Australian and US funds, peak bodies and investors, managing substantial capital. US companies and investment firms present have a market cap of at least $1.8 trillion.
Historical partnership: The Treasurer highlighted the long-standing partnership between Australia and the US, dating back to the ANZUS treaty and the post-war order of Bretton Woods. This partnership has fostered economic growth and resilience through various global challenges.
Current economic strength: Both economies are currently strong, with growth, low inflation and robust labour markets. This unique combination positions them well to benefit from global economic changes.
Future opportunities: The Treasurer identified five major shifts that will define the coming decades: (1) supply chain fragmentation; (2) energy revolutions; (3) Artificial Intelligence (AI) acceleration; (4) an ageing population; and (5) industrial base changes. Australia’s superannuation sector, managing a significant pool of capital, is poised to invest in these opportunities, particularly in the US.
Superannuation sector: Australia's superannuation sector is one of the largest in the world, with a pool of capital worth $2.6 trillion. This capital is increasingly being deployed abroad, with the US being the largest international destination for Australian super fund investments.
Collaborative projects: Australian funds are already investing in US infrastructure projects such as data centres, toll roads and container terminals. The Treasurer expressed a vision to build Australia’s stature as a financial centre for the Indo-Pacific, facilitating capital flows and structuring investments.
Constructive dialogue: The Treasurer mentioned a recent constructive meeting with Director Hassett, discussing tariffs, critical minerals and the need for secure supply chains. The focus was on patient, productive investment to drive growth and create jobs.
The speech underscored the importance of the US-Australian partnership in driving economic growth and resilience, with a focus on future investment opportunities and collaboration.
See the full speech.
G+T articles
G+T Insight: ACCC releases guidance on transitional arrangements to the new merger control regime – discusses Australia's upcoming merger regime, effective from 1 January 2026, which introduces mandatory notification for qualifying transactions and outlines the ACCC's transitional guidance for businesses planning mergers in late 2025, emphasising the importance of early engagement to navigate approval processes and potential enforcement actions.
G+T Insight: Is the AI policy pendulum swinging from safety to innovation before risks are resolved? – discusses the key points from the Paris global AI summit in February 2025, where world leaders emphasised AI opportunities over safety, despite a sobering International AI Safety Report highlighting significant risks, including deepfakes, threats to democracy, cyberattacks, biological and chemical warfare, bias, job displacement and potential loss of human control, while concluding that the summit failed to commit to substantive AI safety measures.
G+T Insight: Is it time to descend from Everest? A case for the reform of Section 661A of the Corporations Act – discusses the increasing preference for schemes of arrangement in M&A transactions due to their flexibility and lower approval thresholds, arguing that Australia’s 90% compulsory acquisition threshold for takeovers is outdated and should be lowered to 75–80% to make takeovers more viable, enhance corporate control efficiency and ensure shareholders – not company boards – have the final say.
G+T Insight: The battle of the coffee jars – the Federal Court case between Koninklijke Douwe Egberts and Cantarella Bros involved claims of trade mark infringement, misleading conduct and passing off regarding the shape of coffee jars, with the court ultimately ruling that Cantarella’s jar was not used as a trade mark and was not deceptively similar to the registered KDE shape mark, while also rejecting Cantarella’s counterclaim to cancel the KDE mark.
G+T Insight: ASIC releases discussion paper on private and public capital in Australia – ASIC has released a discussion paper exploring the dynamics between public and private markets, seeking feedback on key regulatory issues, risks and potential reforms to enhance market transparency, investor protections and capital-raising opportunities.
G+T Insight: India’s commercial reservation preserves immunity from arbitral award enforcement: Full Federal court rules – the Full Court of the Federal Court of Australia ruled that India had not waived its foreign State immunity in relation to the enforcement of a US$111 million arbitral award under the India-Mauritius BIT, as India's commercial reservation to the New York Convention excluded non-commercial disputes, setting a precedent that may limit the enforcement of similar investment treaty awards in Australia.
G+T Insight: New FIRB portal: Key updates on applications and compliance reports– discusses the launch of a new Foreign Investment Portal by the Treasury for submitting FIRB applications, paying fees, communicating with FIRB and submitting compliance reports, with a phased rollout starting in February 2025.
Calendar dates
11 March 2025 – Deadline for submissions to ASIC’s consultation on draft Instrument to provide additional relief under reportable situations regime.
15 March 2025 – Financial Accountability Regime takes effect for superannuation and insurance bodies.
28 March 2025 – Final report due in the Senate inquiry into greenwashing.
31 March 2025 – Changes to the tipping off offence commence.
10 June 2025 – Credit licensing requirements for Buy Now Pay Later providers commence.
30 June 2025 – Deadline for submissions to Senate Committee inquiry into Whistleblower Protection Authority Bill 2025 (No.2).
31 March 2026 – Amended AML/CTF obligations commence for existing reporting entities.
31 March 2026 – Tranche two entities may enrol as reporting entities with AUSTRAC.
1 July 2026 – Key AML/CTF obligations commence for lawyers under reforms to Anti-Money Laundering and Counter-Terrorism Financing Act 2006.