In this edition, we cover joint guidance from the Australian Signals Directorate (ASD) and the Australian Institute of Company Directors (AICD) on frontier artificial intelligence (AI) cyber threats and the Australian Prudential Regulation Authority's (APRA) governance consultation. In regulatory news, we cover two recent Australian Competition and Consumer Commission (ACCC) merger decisions under the new mandatory notification regime. In Legal, we consider two recent Takeovers Panel (Panel) decisions concerning Accent Group Limited (ASX: AX1) (Accent) and Adslot Ltd (ASX: ADS) (Adslot) and an Australian Securities and Investments Commission (ASIC) director disqualification highlighting the personal consequences of inadequate oversight by officers of a company's affairs.
In Over the Horizon, we consider the US Department of War's conditional USD400 million loan commitment to an Australian scandium project, and what the growing use of sovereign capital to secure critical minerals supply means for boards weighing government-backed financing.
Governance
New guidance on frontier AI cyber threats for boards.
On 5 August 2026, the ASD and the AICD published joint guidance explaining how frontier AI models – characterised by advanced reasoning, software development and multimodal capabilities – are enabling faster and more effective cyber attacks. The guidance highlights the governance and cyber supply chain risks of relying on frontier AI providers, and sets out four key actions:
- review how frontier AI could affect the organisation's cyber security posture
- assess the risk of relying on AI providers, including cyber supply chain risks and concerns about foreign ownership, control and influence
- prepare to prevent, detect, respond to and recover from incidents in an agentic AI-driven threat environment
- strengthen cyber security by improving governance, processes and capabilities for managing AI use within the organisation.
The ASD's conclusion is direct: organisations that fail to respond to frontier AI threats leave themselves exposed, and boards should press management to act now, including by supporting targeted investment in cyber security and resilience. We unpack the implications for boards in a recent G+T insight. Directors should put the threshold questions from the guidance to management and ensure proper consideration (and recording) of responses. Directors of APRA-regulated entities should also note that APRA's consultation on draft CPS 510 Governance, which considers whether the draft adequately supports oversight and use of AI, closes on 28 August 2026.
Regulatory
ACCC clears deal with conditions; blocks another.
On 31 July 2026, the ACCC approved Heidelberg Materials Australia Holdings Pty Ltd's acquisition of Maas Group Holdings’ (ASX: MGH) construction materials business, subject to divestment of three ready-mix concrete plants and a quarry across Queensland and New South Wales. The ACCC concluded the conditions would preserve an independent competitor in the affected ready-mix concrete and coarse aggregates markets. This is the ACCC's first Phase 1 decision with conditions since the mandatory merger regime commenced on 1 January 2026. Separately, on 7 August 2026, the ACCC did not approve Kegstar Pty Limited’s proposed acquisition of the assets of Konvoy Holdings Pty Limited (Receivers and Managers Appointed) following a Phase 2 review, finding a proposed remedy did not resolve concerns about the creation of a monopoly in keg pooling services. Read together, the decisions illustrate that clear, structural remedies offered early can resolve competition concerns at Phase 1 (avoiding a lengthier Phase 2 process), whereas a partial fix is unlikely to save a two-to-one merger even after detailed assessment. Directors should also note the ACCC's updated guidance on notification waivers, which remains the key timetable lever for lower-risk acquisitions.
Legal
Panel declines proceedings in Accent and Adslot.
On 31 July 2026, the Panel declined to conduct proceedings on Frasers Group plc's application concerning Accent, after Accent issued corrective disclose in a First Supplementary Target’s Statement on 29 July 2026. The Panel’s concerns related to the basis for Accent’s “undervalue statements” (that is, its reasons for characterising the Frasers offer as inadequate), in particular, reliance on forward-looking information subject to uncertainty and execution risk, the use of 12-month and 6-month VWAPs rather than more recent dates, and a lack of context about prices at which Frasers had previously acquired Accent shares. Directors should note that while the Panel will not second-guess a Board’s value judgment, it may scrutinise how that judgment is explained and supported. Target’s statements should give shareholders enough information to assess a rejection recommendation for themselves.
On 5 August 2026, the Panel also declined to conduct proceedings on an application concerning Adslot (discussed in a previous edition of Boardroom Brief). The application alleged that an off-market transfer of approximately 12.24% of Adslot’s ordinary shares resulted in an undisclosed association. While the commerciality of the transfer could be questioned, the Panel found this alone was insufficient to warrant proceedings, noting a lack of other material to support an association.
Sole director permanently disqualified for facilitating superannuation fraud.
On 30 July 2026, ASIC announced that the Federal Court permanently disqualified Mr Larry Dawson, sole director of PW Kitt Co Pty Ltd (now deregistered), from managing corporations. Mr Dawson set up company bank accounts and facilitated transfers of approximately $7 million in superannuation funds to cryptocurrency accounts, enabling overseas-based fraudsters to misuse investor funds. Justice McElwaine found that Mr Dawson had no oversight of the company’s activities and that the overseas-based fraudsters could not have inflicted harm on investors without his failure to exercise due care and diligence. Mr Dawson had previously been convicted and sentenced in August 2024 for knowingly dealing with proceeds of crime. The decision is a reminder that disqualification can follow a criminal conviction, and that courts may impose permanent bans where the public requires protection.
Over the Horizon
Sovereign capital arrives with strings attached.
On 7 August 2026, the US Department of War's Office of Strategic Capital announced a conditional USD400 million loan commitment to Sunrise Energy Metals Limited (ASX: SRL) to develop the Syerston scandium project in central-western New South Wales. In exchange, the Department will secure a right of first offer over Sunrise's output. The commitment remains conditional, with customary requirements around financial, legal and technical milestones to be satisfied before completion.
The deal forms part of a broader US push driven by concerns over supply chain concentration for critical minerals (President Trump announced USD3 billion in critical minerals investments on the same day). Western governments are increasingly deploying capital via project-level debt and offtake mechanisms to secure supply chains they regard as strategically exposed. No primary mine-source scandium supply exists globally, and foreign competitors account for roughly 80% of mining production and close to 100% of processing.
The practical takeaway for directors is that sovereign capital increasingly comes with preferential access to output as a condition to funding. Boards approached with government-backed financing should consider how a right of first offer interacts with existing offtake or joint venture arrangements and what conditions must be satisfied before financial close. They should also consider how and when a conditional commitment should be disclosed to market, and whether a foreign government counterparty triggers the Foreign Acquisitions and Takeovers Act 1975 (Cth) or export controls in either jurisdiction. Boards should also keep in mind that financing which embeds preferential access for one sovereign partner may narrow a company’s ability to deal with other buyers, markets and governments down the track.