Corporate Finance Update – Issue 27

Issue 27, February 2026

Enhanced beneficial ownership disclosure for listed entities

The enhanced beneficial ownership reforms for listed entities in Schedule 1 of the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Bill 2025 commence in December 2026. The reforms are intended to improve transparency around ownership and control, including by broadening the tracing notice regime, extending the substantial holding regime to foreign-incorporated entities listed on an Australian securities exchange, and supporting enforcement through regulatory powers.

Disclosure requirements are also expanded beyond direct shareholdings to capture equity derivatives that provide economic exposure to listed securities, even where they do not confer voting rights. In particular, the reforms introduce the concept of deemed economic interests, which is intended to ensure that economically significant positions held through equity derivatives, whether physically or non-physically settled, are visible to the market.

For corporate finance practitioners and investors, the reforms highlight the need to review current disclosure practices ahead of commencement, to reflect the expanded scope of interests captured under the substantial holding regime.

ASIC is progressing updates to legislative instruments, forms, and regulatory guidance to support implementation of the new regime. ASIC expects to consult publicly on draft instruments, guidance updates, and a new consolidated substantial holding notice, with consultation anticipated to commence in March 2026 for a period of six weeks. We encourage interested stakeholders to engage with these materials when published on ASIC’s website.

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ASIC writes to Expert Licensees following review of Independent Expert Reports

Following a review of a broad range of Independent Expert Reports (IERs), ASIC has written to independent experts to reinforce expectations for the preparation of IERs and to address fundamental concerns about report clarity, rigour and transparency.

The letter reminds expert licensees of their role as financial system gatekeepers and the expectation that reports:

• clearly explain and justify the selection of valuation figures and ranges, especially where these are close or overlapping, so that investors can understand the basis for transaction opinions;
• provide a robust rationale for the choice of valuation methodologies, consistent with Regulatory Guide 111: Content of expert reports (RG 111);
• clearly disclose all material assumptions underpinning opinions;
• demonstrate critical assessment of any engaged specialist, and a thorough review of technical specialist reports, to ensure the use of appropriate assumptions, methodologies and source data; and
• be supported by robust internal policies and procedures aligned with current regulatory and professional standards.

Experts are expected to regularly review and update their processes to ensure ongoing compliance with the Corporations Act 2001 and ASIC regulatory guidance.

Where ASIC has concerns that an expert licensee is not meeting their obligations, it may consider regulatory remedies to protect retail investors, including licensing action, such as action previously notified regarding AP Lloyds Pty Ltd and PKF Melbourne Corporate Pty Ltd.

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ASIC grants relief to facilitate an offer of ESS interests by a body corporate listed on AIM

Division 1A of Part 7.12 of the Corporations Act 2001 (Act) contain broad exemptions from the disclosure and Australian financial services licensing requirements under the Act for entities offering ESS interests to eligible participants under an employee share scheme (collectively, the ESS provisions). Section 1100M(1) defines an ESS interest in a body corporate that is included in the official list of a financial market covered by section 1100K. Relevantly, ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 (ASIC Instrument 2017/669) determines the approved foreign markets for the purposes of section 1100K.

ASIC received an application for relief seeking to modify subsection 1100K(1) of the Act to include the offer of securities by a body corporate listed on AIM, a sub-market operated by the London Stock Exchange.

ASIC granted relief on the basis that it was satisfied that the applicant had demonstrated that the disclosure, financial reporting and governance practices on AIM were comparable to ASX-listed entities or companies listed on an eligible financial market determined under LI 2017/669.    

Any future application for individual relief should explain why the applicant cannot rely on the ESS provisions, even if the applicant currently has an individual instrument that was based on Superseded Class Order [SCO 14/1000] Employee incentive schemes: Listed bodies or Superseded Class Order [SCO 14/1001] Employee incentive schemes: Unlisted bodies. If ASIC is prepared to grant relief in relation to the ESS provisions, it must do so by notifiable instrument: s1100ZK(8) of the Act. It should be noted that it may be challenging to provide relief on an urgent basis, as notifiable instruments can take more time.

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Reporting of Mineral Resource Estimates as ‘JORC compliant’

ASIC has observed an increase in disclosure documents referring to an entity holding ‘JORC compliant Mineral Resources’.

The JORC Code is a Code for Public Reporting, not a Code that regulates the manner in which a Competent Person estimates Mineral Resources or Ore Reserves. The term ‘JORC compliant’ therefore refers to the manner of reporting, not the estimates. Use of the words ‘JORC compliant’ to describe resources or estimates is potentially misleading. Accordingly, reporting entities should ensure that disclosures relating to Mineral Resources or Ore Reserves are not couched in such a manner as to mislead shareholders.

ASIC reminds its stakeholders to ensure that mining company information is prepared in a manner that complies with relevant industry codes such as the JORC Code, market operator listing rules, and ASIC publications such as Information Sheet 214 Mining and resources- Forward-looking statements (INFO 214). ASIC will also continue to work closely with ASX to ensure disclosure standards are maintained.

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