Acclime Corporate Snapshot – December 2025.
Acclime Corporate Snapshot provides you with an overview of current corporate governance matters, including regulatory changes, trends, and other important issues.
To discuss how these may affect you, please contact us on 02 9955 6522.
ASIC’s 2026 enforcement priorities
The ASIC Deputy Chair Sarah Court has set out the agency’s target areas for the coming calendar year, and they include private credit practices, financial reporting misconduct, insurance complaints and claims handling, and misleading pricing.
Ms Court pointed out that over the past year, ASIC has doubled its roster of new investigations and nearly doubled its court filings.
The new 2026 priorities sit alongside a list of ongoing focus areas, notably: insider trading, misconduct exploiting consumers facing financial difficulty, unlawful evasion of small business creditors, holding super trustees to account for member services failures, and auditor misconduct.
In addition, a team of 40 are continuing to investigate the collapse of the Shield and First Guardian Master Funds – one of ASIC’s largest and most complex cases ever, which has been elevated to a new, dedicated priority.
ASX consults shareholder approval requirements for dilutive acquisitions and changes in admission status
ASX released a consultation paper on potential changes to the ASX Listing Rules to expand shareholder approval requirements for equity-funded acquisitions by listed entities, and changes in admission status for dual-listed entities. The move is a response to institutional concerns about the dilutive impact of share issues for takeovers and mergers after the acquisition by James Hardie Industries plc of The Azek Company Inc. ASX has flagged four areas where new shareholder approval requirements may be proposed:
- Where a dual-listed entity proposes to change to an ASX Foreign Exempt Listing;
- Where a dual-listed entity proposes to delist from ASX (possibly limited to dual-listed entities that first listed on ASX before undertaking a secondary listing on another exchange);
- Where an entity proposes to issue securities under, or to fund the cash consideration payable under, a takeover bid or merger by way of scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth);
- Where an entity undertakes a significant acquisition, regardless of whether it involves an issue of securities.
Submissions on the public consultation are due by 15 December 2025. For more detail, head to Gilbert+Tobin’s ‘Boardroom Brief’.
Looking after psychosocial health in the workplace
A new Victorian workplace health regime took effect on 1 December, and you need to be across it. Despite their unwieldy title – the Occupational Health and Safety (Psychological Health) Regulations 2025, or ‘Psychosocial Regulations’ for short, have a reasonably clear ambit: employers are required to –
- identify psychosocial hazards;
- assess, where necessary, any associated risks to health and safety;
- eliminate any risk associated with a psychosocial hazard;
- if elimination is not reasonably practicable, reduce the risk; and
- monitor, review and, if necessary, revise measures implemented to control risks associated with psychosocial hazards.
A psychosocial hazard is defined as any factor in work design, systems of work, the management of work, the carrying out of work or personal or work-related interactions that may cause an employee to experience negative psychological responses, that create a risk to the employee’s health or safety.
That, of course, leads to a further set of definitions. You can read a detailed breakdown prepared by Minter Ellison here.
Data breach proves costly
Australia’s first civil penalty has been imposed under the Privacy Act, with Australian Clinical Labs (ACL) ordered to pay $5.8 million following a major data breach.
The Office of the Australian Information Commissioner (OAIC) has moved to active enforcement, increasing the consequences for privacy failures. The current maximum penalty for privacy-sensitive data failures is $50 million, three times the benefit or 30% of specified turnover for serious interferences – giving the OAIC flexibility in the way it formulates its penalty submission.
In this case, the penalty sum was made up of $4.2 million for failure to take reasonable steps to secure personal information, $800,000 for failure to investigate a suspected incident, and $800,000 for failure to report an eligible data breach as soon as practicable. Costs of $400,000 were also imposed.
Casting a net over crypto
Treasury has released a draft bill that would regulate digital asset and tokenised custody platforms, defining core concepts and bringing them under the Corporations Act 2001 (Cth). The bill focuses on the platforms rather than the underlying digital assets, requiring them to obtain an Australian financial services licence (AFSL), and to comply with that regime as well as customised obligations the Bill would create. Breaches would trigger financial penalties, enforced by ASIC.
These measures would bring Australia in line with global best practice, and bolster the credibility of the jurisdiction for digital asset investment.
The consultation period for the bill ended in late October, so further action can be expected in the new year. Allens have prepared an in-depth analysis of the bill that you can read here.
That’s it from the Snapshot team for 2025 – we hope you find time for a break over the holidays, and we look forward to sharing more insights with you in the new year.
Sources of information: Gilbert+Tobin, Allens, Ashursts, Australian Securities Exchange Ltd (ASX), Australian Competition and Consumer Commission (ACCC), Australian Securities and Investments Commission (ASIC), Minter Ellison.
Disclaimer: Acclime Corporate Snapshot is only intended to provide a general overview on matters of interest. It is not intended to be comprehensive and is not legal advice. Acclime Australia attempts to ensure that content is current but we do not guarantee its currency. You should seek legal and/or professional advice before acting or relying on any content.
