Equity capital markets in Australia are primarily regulated by:

• Australian Securities and Investments Commission (ASIC) – ASIC is the national regulator that administers the Corporations Act 2001 (Cth) (Corporations Act) including offers of securities in Australia and regulates the conduct of Australian companies, financial markets, financial services organisations and professionals who deal in and advise on investments, superannuation, insurance, deposit taking and credit.
• Australian Securities Exchange (ASX) – ASX is Australia’s primary securities exchange and acts as a market operator, clearing house and payments system facilitator, governed by the ASX Listing Rules (which are also enforceable against listed entities and their associates under the Corporations Act).

Certain equity capital markets transactions are also regulated by:

• Takeovers Panel, a peer review body regulating corporate control transactions;
• Australian Competition and Consumer Commission (ACCC), an independent Commonwealth statutory authority that enforces legislation promoting competition and fair trading and is responsible for administration of the mandatory merger clearance regime; and
• Foreign Investment Review Board (FIRB), which reviews foreign investment proposals under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA).

The regulatory framework for debt capital markets in Australia is broadly similar to that described for equity capital markets above.

ASIC administers the Corporations Act, which imposes disclosure and licensing obligations on issuers of debt securities. The ASX Listing Rules apply to listed debt securities. In addition, the Australian Prudential Regulation Authority (APRA) regulates authorised deposit-taking institutions and other prudential entities that issue debt, including banks, credit unions and building societies, under the Banking Act 1959 (Cth) and related legislation.

Debt securities typically also constitute financial products under Chapter 7 of the Corporations Act, meaning that issuers may need to hold an Australian Financial Services Licence (AFSL) and satisfy additional licensing obligations. Issuers offering debentures must also satisfy the requirements of Chapter 2L of the Corporations Act. Wholesale debt securities are generally cleared and settled through the Austraclear system operated by ASX Settlement Pty Ltd, while retail debt securities quoted on the ASX are settled through CHESS.

The ASX is the primary self-regulatory organisation (SRO) in Australia’s capital markets. While the ASX is a commercial entity (which is listed on its own exchange), it operates as a licensed market operator under the Corporations Act and is responsible for supervising compliance with the ASX Listing Rules by listed entities. The ASX Listing Rules are enforceable against listed entities and their associates under the Corporations Act, giving them statutory force.

ASIC retains supervisory oversight of the ASX as a licensed market operator, and in practice the two bodies work cooperatively, with ASIC having overarching regulatory authority and the ability to override or supplement ASX’s regulatory functions. The ASX plays a significant day-to-day role in regulating listed entities, including reviewing disclosure and listing documents, granting waivers from the ASX Listing Rules, and monitoring compliance with continuous disclosure obligations.

The Takeovers Panel also exercises a quasi-regulatory function in relation to corporate control transactions, although it is not technically an SRO.

In general, an entity must not offer securities or financial products for issue or sale to persons in Australia without a disclosure document (such as a prospectus) that complies with the requirements of Chapter 6D of the Corporations Act and which is lodged with ASIC, unless an exception applies.

There are a number of exemptions from the requirement to issue a disclosure document under sections 708, 708A and 708AA of the Corporations Act. The most commonly relied upon exemptions are:

• sophisticated investors – where the consideration payable is at least A$500,000 or the investor has net assets of at least A$2.5 million or gross income of at least A$250,000 per annum for each of the last two financial years;
• professional investors – including investment managers, superannuation funds, AFSL holders and entities controlling gross assets of at least A$10 million;
• “senior managers” – offers to directors and senior executives of the issuer (or entities controlled by them)
• small scale offerings under the ‘20 in 12’ rule – permitting issuance to a maximum of 20 investors in a 12-month period with an aggregate value of up to A$2 million;
• the low doc rights issue regime (section 708AA) – available to listed companies undertaking a rights issue to existing shareholders by lodging a cleansing notice on ASX disclosing previously withheld information;
• Share Purchase Plan – offer of up to $30,000 each to investors (including retail investors) – these are commonly run alongside a private placement to institutional investors;
• the employee share scheme (ESS) regime – companies may offer securities to employees under a qualifying ESS with reduced disclosure obligations (subject to applicable caps on the number and value of securities offered); and
• the crowd-sourced funding (CSF) regime – enabling small to medium-sized unlisted companies with less than A$25 million in assets and annual turnover to raise up to A$5 million in any 12-month period via a licensed CSF platform using a CSF offer document.

Insider trading in Australia is prohibited under Part 7.10 of the Corporations Act and reinforced by the Criminal Code Act 1995 (Cth) (Criminal Code).

Section 1043A of the Corporations Act prohibits a person who has inside information from trading in the relevant securities, advising or procuring another person to trade, or passing on inside information knowing (or having reasonably ought to know) that it may be used for trading purposes. Inside information is information that is not generally available and that a reasonable person would expect to have a material effect on the price or value of the securities if it were generally available.

To mitigate the risk of insider trading, listed companies are required to have a securities trading policy that sets out guidelines and procedures for directors, senior executives and other insiders who wish to trade in the company’s securities. A typical policy requires pre-clearance before trading for senior executives and restricts trading during standard blackout periods (such as shortly before the release of the company’s financial results) as well as any ad hoc blackout periods imposed where there is a risk that insiders may possess inside information outside standard blackout periods.

A breach of the insider trading provisions can attract significant criminal and civil penalties. The Criminal Code reinforces the prohibition on insider trading set out in the Corporations Act and imposes criminal sanctions for those who breach the prohibition, including significant fines and imprisonment for individuals who are found guilty of such offences. ASIC may opt to pursue either civil penalties or criminal penalties.

There are certain exceptions to the insider trading prohibitions under the Corporations Act, including an exception for officers or agents of body corporate, underwriters, Chinese wall arrangements and an acquisition of financial products pursuant to a legal requirement.

The Corporations Act sets out the prospectus liability regime and also provides for other sources of liability for those involved in preparing a prospectus. The primary source of liability is for misstatements or omissions in disclosure documents. A person must not offer securities under a prospectus that contains a misleading or deceptive statement, omits material required information, or fails to disclose a new circumstance arising since lodgment that would otherwise have required disclosure (section 728(1) of the Corporations Act). Contravention of this provision can result in:

• criminal liability – where a contravening prospectus defect is materially adverse from an investor’s perspective, the person offering securities may be exposed to significant fines and/or imprisonment under the Corporations Act and the Criminal Code; or
• civil liability – persons who suffer loss or damage due to a contravening prospectus may recover from the offeror, its directors, proposed directors, underwriters, and persons named in the prospectus as makers of statements.

There are also other sources of potential liability under both the Corporations Act and the ASIC Act 2001 under which additional civil and criminal liability may arise including under sections 1041E (false or misleading statements likely to induce acquisition), 1041F (inducing dealing by misleading statements), 1041G (dishonest conduct) and 1041H (misleading or deceptive conduct).

There are a number of defences to the civil and criminal liability outlined above. Key defences include the statutory due diligence defence (having made all reasonable enquiries and having reasonable grounds to believe there was no misstatement or omission), reliance on expert opinion, and unawareness of new circumstances.

ASIC may impose civil penalties, issue infringement notices, seek injunctions and refer matters for criminal prosecution.

Key remedies available to shareholders of public companies in Australia include:

• oppression claim – under sections 232 and 233 of the Corporations Act, a member may apply to the Court for orders to remedy oppressive, unfairly prejudicial or unfairly discriminatory conduct of the company’s affairs, including share purchase orders, orders regulating the company’s future affairs, or winding up in severe cases;
• Takeovers Panel application – a securityholder in a control transaction governed by Chapter 6 of the Corporations Act may apply to the Takeovers Panel for a declaration of unacceptable circumstances, with the Panel empowered to make remedial orders including corrective disclosure orders, voting restrictions, requiring disposal of shares or requiring a bidder to withdraw or amend its offer;
• shareholder activism – shareholders may use their voting rights to influence company behaviour at annual and extraordinary general meetings, including voting against the remuneration report (which may trigger the ‘two-strikes’ rule requiring the board to stand for re-election);
• director removal – shareholders of a public company may remove a director by ordinary resolution despite anything in the company’s constitution; and
• derivative action – a shareholder may apply to the Court for leave to bring proceedings on behalf of the company or intervene in existing proceedings under Part 2F.1A of the Corporations Act.

Key remedies available to debt securities holders in Australia include:

• contractual remedies – debt securities holders may enforce the terms of the relevant trust deed, note deed poll or other governing document, including acceleration of payment obligations following an event of default as specified in those documents;
• trustee enforcement – where a note or security trustee has been appointed, the trustee holds the benefit of the issuer’s obligations and any security on behalf of noteholders and is responsible for enforcing those rights (individual noteholders generally have limited ability to take direct enforcement action where a trustee structure is in place, as only the trustee has the power to enforce noteholders’ rights);
• insolvency proceedings – if the issuer is insolvent or near-insolvent, debt holders may take steps to appoint an external administrator (liquidator or voluntary administrator) and participate in the relevant insolvency process under the Corporations Act;
• disclosure-based civil claims – where debt securities were offered under a contravening prospectus or other disclosure document, debt holders who suffer loss may have civil claims under the prospectus liability provisions of the Corporations Act; and
• general law claims – debt holders may also have claims in contract, tort or for misleading or deceptive conduct under the Australian Consumer Law.

The outlook for fundraising activity in Australia in 2026 is looking reasonably positive, with the first half of 2026 already demonstrating some IPO market momentum. Notable ASX listings in H1 2026 include SkinKandy and Koala, reflecting renewed investor appetite across consumer and retail sectors. This activity builds on the activity seen in 2025, which included the ASX listing of Chemist Warehouse through its merger with Sigma Healthcare and Bain Capital’s re-listing of Virgin Australia via a A$685 million IPO. While global political uncertainty is still creating some market volatility, the pipeline of private-equity backed companies seeking public market exits, combined with ASIC’s fast-track prospectus review process, is expected to support continued IPO activity through the remainder of 2026.

Debt capital markets are also expected to maintain their strong trajectory, underpinned by solid institutional investor demand for fixed income products.

The introduction of the mandatory ACCC merger notification regime from 1 January 2026 introduced a new regulatory consideration for M&A-linked capital raisings that may affect deal timing. Overall, 2026 is shaping up to be an active year across both equity and debt capital markets, with the H1 IPO activity signalling a broader market recovery, though global economic uncertainty, inflationary pressures and interest rate conditions remain key variables.

Standard listing

 ASX has a general overarching requirement that it must be satisfied that a company’s structure and operations are appropriate for a listed entity. In making its decision, ASX carefully considers (amongst other factors) the company’s capital structure, board experience, legality of operations, jurisdiction of incorporation and key business operations as well as governance and experience of lead managers, auditors and other professional advisers.

ASX also has a number of specific requirements that a company must satisfy before ASX will approve the company’s application for admission to the ASX. The requirements are set out in Chapter 1 of the ASX Listing Rules, and some of the key requirements are summarized below:

• A company must meet either the “profits test” or the “assets test”.
  • In order to satisfy the “profits test”, the company must have A$1 million aggregated profit from continuing operations over the past 3 full financial years, over A$500,000 consolidated profit from continuing operations over the last 12 months and continuing profitability. The company must have 3 full years of audited accounts prepared in accordance with the applicable accounting standards and have a reviewed pro forma statement of its financial position.
  • Alternatively, a company may satisfy the “assets test” if it has at least A$4 million net tangible assets (after deducting costs of the fundraising and liabilities), or, A$15 million market capitalisation on listing. Less than half of the company’s total tangible assets must be cash or in a form readily convertible to cash or the company must have commitments to spend at least half of its cash and assets in a form readily convertible to cash.  The company must generally have 2 years of audited accounts and have a reviewed pro forma statement of its financial position which must show the company has working capital of at least A$1.5 million (after deducting the costs of listing).
  • The assets test is often used by early-stage entities with minimal profits but substantial assets or investment backing and provides a pathway to listing for growth stage technology, biotechnology and medtech companies in addition to resource exploration companies.
  • If the company lists by satisfying the assets test, it may be subject to additional requirements such as quarterly financial reporting and escrow of its existing shares.
• The company must satisfy the minimum shareholder spread and free float as follows:
  • at least 300 shareholders with parcels of at least A$2,000 in value each, which cannot include escrowed shareholders (mandatory or voluntary) or affiliated shareholders; and
  • at least 20 percent of the company’s main class of securities (by value) must be held by shareholders who are not escrowed (or locked-up) shareholders (mandatory or voluntary) or affiliated shareholders.
• Board of Directors and Key Executives
  • Residency of Directors:
    • Australian companies – must have at least 3 directors, at least 2 of which must be Australian residents; and
    • Foreign companies – whilst not mandated under the ASX Listing Rules, are generally required by the ASX to have at least one Australian resident director, who has experience on the Board of ASX listed companies;
  • Good fame and character – all directors, the chief executive officer and the chief financial officer must provide bankruptcy, criminal history checks and a statutory declaration relating to regulatory investigations for the previous 10 years in all countries in which they have resided;
  • Experience – the Board should include directors with sufficient experience and expertise including:
    • listed company experience (including ASX board experience);
    • experience managing a company in the applicable industry; and
    • financial experience (including for audit committee participation); and
  • ASX liaison – a company must appoint a person who is responsible for communications with ASX. This person will be required to pass a course on ASX Listing Rule compliance.

Dual listing

An ASX Foreign Exempt Listing is a listing category available to entities that have a primary listing on an exchange in another jurisdiction and wish to have a secondary listing on ASX. The home exchange must be acceptable, with ASX guidance stating that the main boards of the principal exchanges in developed markets are generally acceptable to ASX, including exchanges such as Singapore Exchange, NASDAQ, London Stock Exchange, Hong Kong Exchanges and Clearing.

To be eligible for admission as an ASX Foreign Exempt Listing, a company (except for qualifying New Zealand companies) must meet eligibility tests which are significantly higher than the equivalent tests for standard ASX listings. To be eligible, the entity must have had an operating profit for each of the past 3 financial years of at least A$200 million or net tangible assets of at least A$2 billion or market capitalisation of at least A$2 billion (as compared with an aggregated profit of A$1 million for the past 3 financial years or net tangible assets of at least A$4 million for a standard ASX listing).

However, New Zealand companies already admitted to the main board of the NZX (or which will be admitted to the main board of the NZX at the same time as admission to the ASX), are exempt from the need to satisfy the eligibility tests for an ASX Foreign Exempt Listing.  This streamlines the path to admission on the ASX for New Zealand entities that are listed on the main board of the NZX and reflects the high level of cooperation and mutual recognition in corporate and securities regulation between Australia and New Zealand.

An ASX Foreign Exempt Listing is otherwise required to satisfy a less prescriptive set of admission requirements under the ASX Listing Rules when compared to a standard ASX listing.  Once listed, an ASX Foreign Exempt Listing is not generally required to satisfy the ongoing requirements under the ASX Listing Rules, other than a few ASX Listing Rules, on the basis that the ASX is satisfied that the company is already appropriately regulated under the listing rules of its home exchange.

Weighted voting rights are currently not permitted for ASX listed companies although there has been further consideration of this recently in response to ASIC’s review of Australian equity capital markets.

ASX Listing Rule 1.1 (Condition 1) requires that an entity’s structure and operations be appropriate for a listed entity, and ASX considers it inappropriate to have separate classes of securities conferring disproportionate board representation or voting powers. ASX Listing Rule 6.9 (the ‘one share, one vote’ principle) provides that each holder of an ordinary or preference security entitled to vote receives one vote per fully paid security when a resolution is decided by poll, and for partly paid securities, voting rights are proportional to the amount paid compared to the total amount paid and payable. The ASX limits a listed company to having one class of ordinary securities (subject to limited exceptions). Special rights reserved to specific shareholders after listing are similarly not permitted unless expressly approved by the ASX.

Companies may however enter into side agreements with shareholders (such as board nomination rights under a nomination deed) that exist outside the terms of the shares themselves. Preference shares may only have limited voting rights as required by the ASX Listing Rules including a right to vote on a proposal to reduce the entity’s share capital, a resolution to approve the terms of a buy-back agreement, and on a proposal that affects rights attached to the share, along with certain rights in relation to distributions, return of capital, and attendance at shareholder meetings.

Key minority shareholder protection mechanisms in Australia under the Corporations Act and ASX Listing Rules include:

• right to requisition a general meeting – shareholders with at least 5% of the votes that may be cast at the general meeting may request the directors to call a general meeting, or may call and arrange a general meeting at their own expense;
• oppression remedy – shareholders have statutory remedies for oppressive or unfair conduct of the company’s affairs under Part 2F.1 of the Corporations Act, with the Court empowered to make any appropriate order including share purchase orders, orders regulating the company’s future affairs, or winding up in severe cases;
• right to inspect books – a shareholder may apply to the Court for an order authorising inspection of the company’s books;
• derivative action – shareholders may apply to the Court for leave to bring proceedings on behalf of the company under Part 2F.1A of the Corporations Act;
• protections on capital and structural transactions – shareholder approvals are required for alterations to share rights, share capital reductions, buybacks and certain related party transactions; and
• sell-out rights – minority shareholders remaining in a listed company following a successful takeover bid where the 90% threshold has been reached are entitled to exercise sell-out rights and require the bidder to acquire their shares on the same terms.

Australia has a comprehensive takeover code under Chapter 6 of the Corporations Act, supplemented by Takeovers Panel policies and decisions and ASIC guidance.

The fundamental rule under section 606 of the Corporations Act prohibits a person from acquiring a relevant interest in 20% or more of the voting shares of a company without either obtaining shareholder approval via the prescribed process or falling within a statutory exception.

The primary mechanisms for acquiring control of an Australian public company are a takeover bid (on-market or off-market) under Chapter 6, or a court-approved scheme of arrangement under Part 5.1 of the Corporations Act. Unlike some other jurisdictions, there is no mandatory bid obligation triggered by crossing the 20% threshold in Australia. However, once a bidder acquires 90% or more of the target’s voting shares under a takeover bid, the bidder is both entitled and (if requested by remaining shareholders) obliged to compulsorily acquire the remaining target shares at the same bid price – providing a full squeeze-out mechanism that enables a successful bidder to acquire 100% ownership and delist the target. Remaining target shareholders where the 90% threshold has been reached are also entitled to exercise sell-out rights and require the bidder to acquire their shares on the same terms.

The key types of transactions involving public companies in Australia that require regulatory scrutiny and/or disclosure include:

• takeovers – In Australia, a person must not acquire a relevant interest in 20% or more of a company’s voting shares without either first obtaining shareholder approval or if an exception under the Corporations Act applies. One exception is a takeover offer under Chapter 6 of the Corporations Act.  This involves a bidder issuing a bidder’s statement to target shareholders which contains the bidder’s offer to acquire the target shares and the target issuing a target statement which includes a statement as to whether or not the target directors recommend the takeover bid to target shareholders.  Both documents must be lodged with ASIC, and for listed companies, these documents must also be lodged with the ASX.  Target shareholders may accept the offer, and if the bidder receives acceptances for 90% or more of the target’s voting shares, it can proceed to acquire the balance of the target shares under the compulsory acquisition provisions under the Corporations Act.  Takeovers are highly regulated under the Corporations Act including prescribing information to be included in takeover documents and the Takeovers Panel can make a declaration of unacceptable circumstances and issue orders to protect the rights or interests of affected persons during these transactions.  The Corporations Act also contains a detailed liability regime for misleading or deceptive statements in relation to takeover transactions.
• schemes of arrangement – A bidder may acquire the issued capital of a target by way of a court approved scheme of arrangement that must be approved by the target’s shareholders. The target issues a scheme booklet which is reviewed by ASIC and approved by the court for dispatch to its shareholders.  The target applies to the court to approve the convening of a scheme meeting at which target shareholders’ approval of the scheme is sought and the court also provides a final approval of the scheme following approval by shareholders.  The scheme booklet typically also includes an independent expert’s report opining on whether the scheme consideration is fair and reasonable for target shareholders. The rules in Part 5.1 of the Corporations Act governing a scheme of arrangement need to be read in light of numerous court decisions regarding schemes. There is no specific liability regime for scheme booklet disclosures. Rather, a scheme booklet is subject to the general misleading or deceptive conduct provisions in the Corporations Act.
• initial public offerings, back door listings and capital raisings – Unless an exemption applies, these types of capital raising transactions require a disclosure document such as a prospectus that must be lodged with ASIC and also the ASX if the company is listed on the ASX. The Corporations Act and ASIC regulatory guidance impose detailed requirements for the content of disclosure documents. ASIC closely reviews these disclosure documents for compliance with the fundraising provisions in the Corporations Act and associated regulations.
• related party transactions – The Corporations Act requires that certain transactions between a company and its related parties must be approved by the company’s shareholders, unless an exception applies – see #15 below for more. The ASX Listing Rules also prohibit certain related party transactions unless shareholder approval is obtained or an exception applies.  ASIC and ASX (as applicable) review the notice of shareholder meeting and associated independent expert’s report (if applicable) before these are released to shareholders.
• foreign investment – Certain investments in, or acquisitions of, public companies by foreign investors require notification to or approval of FIRB. Investors captured by the FIRB regime are required to provide comprehensive disclosures to the review board, including detailed information relating to the company group structure, ultimate ownership, relationships with foreign governments and financial accounts. In exercising its powers, FIRB can direct certain investors to cease particular actions and issue infringement notices.
• merger clearance – The mandatory ACCC pre-notification regime requires notification of acquisitions meeting prescribed financial thresholds and completion is not permitted until clearance is received.
• substantial holder disclosures – Persons acquiring 5% or more of a listed company’s voting shares must lodge substantial holder notices with ASX and the company – see #16 below for more.

Related party transactions for Australian public companies are regulated under Chapter 2E of the Corporations Act and, for listed companies, Chapter 10 of the ASX Listing Rules. Together with the provisions relating to directors’ duties, the Corporations Act and ASX Listing Rules impose a number of protections to help manage the risk of conflicts of interest arising as a result of related party transactions.

The key provisions are described below:

• Under Chapter 2E of the Corporations Act, a ‘related party’ includes controlling entities, directors of the entity or its controlling entity (and their spouses and children), entities controlled by such directors, persons who have been related parties within the past 6 months, and persons likely to become related parties in the future. A public company must not give a financial benefit to a related party without member approval unless a statutory exception applies (including transactions on arm’s length commercial terms, reasonable remuneration, and court-ordered benefits). “Financial benefits” is interpreted broadly and includes giving a financial benefit directly, by making an agreement and giving a financial benefit that does not involve paying money. Examples include providing finance or property, buying or selling an asset, granting security over an asset, leasing an asset, supplying services or receiving services, issuing securities or granting options or taking up or releasing an obligation.
• Chapter 10 of the ASX Listing Rules imposes shareholder approval requirements for certain transactions with related parties (per the Corporations Act definition above) and with substantial holders:
  • the acquisition or disposal of a substantial asset (worth 5% or more of equity interests) to or from a related party or substantial holder holding 10% or more of the voting shares (LR 10.1);
  • the issue of securities to a related party or substantial holder holding 30% of the voting shares or holding at least 10% of the voting shares and which has board representation (LR 10.11); and
  • the acquisition of securities by directors under an employee incentive scheme (LR 10.14).

Where shareholder approval is required, the notice of meeting must contain prescribed information and, in certain cases, be accompanied by an independent expert’s report, which is reviewed by ASIC and ASX before dispatch to shareholders.

A ‘substantial shareholder’ in Australia is a person or entity holding 5% or more of the voting shares in a listed company, while a ‘controlling shareholder’ is a person or entity with the power to control or influence the company’s decisions (through shareholding or board representation, for example).

The key continuing obligations of substantial and controlling shareholders include:

• substantial holder notices – on first becoming a substantial holder (at 5%), the holder must lodge an initial substantial holder notice with ASX and the company within 48 hours. Subsequently, the holder must lodge a change of substantial holding notice whenever their voting power changes by 1% or more, as within 48 hours after the change occurs;
• takeover restrictions – shareholders holding 20% or more of the voting power are subject to the restrictions on further acquisition under section 606 of the Corporations Act, and may only increase their voting power through a takeover bid, a scheme of arrangement, shareholder approval, the ‘creep’ exception (permitting an increase of up to 3% of voting power in any 6-month period), subscription under a rights issue or entitlement offer, or another applicable exception under the Corporations Act; and
• shareholder approval requirements for certain transactions as noted at #15 above.

Under the Corporations Act, corporate actions and transactions requiring shareholder approval include:

• adopting or amending the company’s constitution;
• appointing or removing a director or auditor;
• certain transactions with related parties;
• provision of certain termination benefits to officers on loss of office;
• financial assistance;
• putting the company into liquidation;
• changes to rights attached to shares;
• certain transactions affecting share capital (including share buybacks and share capital reductions); and
• the approval of the company’s executive remuneration report (advisory vote only).

Under the ASX Listing Rules, shareholder approval is additionally required for:

• increases in the total directors’ fee pool;
• termination benefits to officers in certain circumstances;
• certain transactions with related parties;
• certain issues of shares (including placements exceeding the 15% placement capacity and issues to related parties); and
• a significant change to the nature or scale of the company’s activities or a disposal of its main undertaking.

There is no mandatory legislative requirement under the Corporations Act for listed companies generally to appoint independent directors. However, the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition) (ASX Principles) recommend that a majority of the board should be independent directors, that the Chair should be an independent director, and that the board have an appropriate balance of skills, knowledge, experience, independence and diversity. Listed companies are required to report annually on their compliance with the ASX Principles on an ‘if not, why not’ basis.

Companies within the S&P ASX300 are required under the Listing Rules to comply with the requirements under the ASX Principles for the composition of audit committees, which means that practically, they are required to have at least two independent directors.

A director should only be characterised and described as independent if they are free of any interest, position or relationship that might influence or reasonably be perceived to influence, in a material respect, their capacity to bring independent judgement to bear on issues before the board.

Non-independence indicators under the ASX Principles include:

• being a substantial shareholder or associate of a substantial shareholder;
• having been employed by the company or a related entity within the past 3 years;
• having been a partner, principal or senior executive officer of a professional adviser to the company within the past 3 years;
• having had a material business relationship with the company within the past 3 years; or
• being a close relative of a person in any of the above categories.

A full form prospectus for an IPO must contain the financial information prescribed by ASIC Regulatory Guide 228, including:

• a consolidated audited statement of financial position as at the last accounts date and a corresponding pro-forma statement of financial position showing the effect of the offer and any acquisitions;
• three years of audited financial information (including income statement, consolidated cash flow statement, notes and any modified auditor opinion) or 2.5 years if financial statements have gone stale (see below);
• all events that have had a material effect on the company since the most recent financial statements; and
• a warning that past performance is not a guide to future performance.

Financial information for a financial year becomes stale 6 months and 75 days after the relevant year end, at which point audited or reviewed financial statements for the most recent half year must also be included.

For Australian companies, the financial statements must generally be prepared in accordance with Australian Accounting Standards.  For foreign companies, the accounts can be prepared in accordance with IFRS or the company’s adopted accounting standards.  However, if the foreign company is seeking to list on the ASX, it will need to obtain confirmation from ASX that financial information in the prospectus and included in ongoing periodic disclosures, can be prepared other than in accordance with Australian Accounting Standard.

ASIC does not permit non-IFRS financial information to be included in the financial statements to be prepared under the Corporations Act.  Under ASIC Regulatory Guide 230, non-IFRS information may only be included in the notes to the financial statements in those rare circumstances where inclusion of that information is necessary to give a true and fair view of the financial position and performance of an entity.  ASIC does permit non-IFRS information such as pro-forma financial information to be included in transaction documents such as a prospectus provided the information is presented in accordance with ASIC’s guidance.

The ASX Corporate Governance Council’s Principles and Recommendations recommend that listed entities disclose whether they have material exposure to environmental and social risks and how they manage or intend to manage those risks, and encourage entities to consider material exposure to climate change risk by reference to the TCFD recommendations.

Most significantly, the Australian Government has implemented a mandatory climate reporting regime under the Corporations Act:

• Since 1 January 2025, Group 1 entities (being the largest reporting entities that meet at least 2 of the following 3 criteria: 500 or more employees, consolidated gross assets of at least A$1 billion, or annual consolidated revenue of at least A$500 million) have been required to prepare a sustainability report as part of their annual report for lodgment with ASIC and provision to their members.Group 2 entities (meeting at least 2 of the fo
• st A$500 million, or annual consolidated revenue of at least A$200 million) must commence mandatory climate reporting for financial years commencing on or after 1 July 2026; and
• Group 3 entities (all remaining entities required to prepare financial reports under Chapter 2M of the Corporations Act) from 1 July 2027.

The sustainability report must include disclosures on material climate-related financial risks and opportunities, emissions metrics and targets, and governance and risk management processes in relation to climate. Key upcoming developments include ASIC’s enforcement focus on the accuracy and completeness of climate-related disclosures, and the ongoing application by entities of the sustainability reporting standards issued by the Australian Accounting Standards Board.

A trustee is not required to be appointed for a typical Australian debt security issuance to wholesale investors although this can be required in certain circumstances for secured or other structured debt securities.

However, issues of debt securities in Australia to retail investors requires a security trustee to be appointed for the investors. Under a note trustee structure, a note trustee is appointed to act as trustee for the noteholders and enforces the noteholders’ rights with respect to the notes. The issuer of the notes undertakes directly to the note trustee to perform its obligations to noteholders with respect to the notes. Under this structure, there is no direct contractual relationship between the noteholders and the issuer. As such, only the note trustee has the power to enforce the noteholders’ rights with respect to the notes.

Examples of credit enhancement methods used in connection with debt securities in Australia are:

• ‘tranching’, that is, splitting the bond into several classes with differing degrees of subordination (e.g. senior and subordination tranches);
• security over a pool of assets and associated guarantee for covered bonds; and
• security over a pool of assets for asset backed securities e.g. under securitisation transactions.

The terms of debt securities contain certain restrictions on the issuer which vary widely depending on the type of issuer e.g., from Governments and major banks through to smaller companies, the type of security issued and whether or not it is secured. Debt covenants can include that the borrower must maintain certain financial indicators within certain bounds. A significant deterioration in financial indicators, may trigger breaches of debt covenants.

Typical restrictive covenants in debt securities in Australia include:

• asset backed covenants – these typically restrict the borrower’s maximum amount of debt requiring that it remains below a certain level of leverage or above a net worth threshold; and
• earning based covenants – these are formulated using information from both income and balance sheet statements to impose restrictions on the firm’s debt servicing or earnings ratio.

The tax implications of investing in debt securities will depend on the circumstances of individual investors. Issuers will deduct withholding tax on interest payments where required to do so by law.

There are a range of different types of debt securities and these attract different disclosure requirements and ongoing obligations.  Debt securities range from simple corporate bonds, and short and medium term notes through to complex hybrid securities.

Wholesale debt securities are generally traded via Austraclear rather than quoted via a full ASX debt listing, while retail debt securities are quoted on ASX and traded through CHESS.

The main ASX Listing Rule threshold requirements for debt issuers are:

• the company must be a public company limited by shares, a government borrowing authority, a public authority, or an entity approved by ASX; and
• the company must satisfy either of the below:
  • have net tangible assets of at least A$10 million;
  • all debt securities to be issued by the issuer for quotation will be unconditionally and irrevocably guaranteed for the period of quotation of the securities by an appropriate guarantor and the guarantor must be a company that has net tangible assets of at least $10 million; or
  • the debt securities to be issued by the issuer for quotation are rated at least ‘investment grade’ by a credit rating agency approved by ASX, and the applicable credit rating agency has not issued a rating less than ‘investment grade’ in relation to those debt securities.

The main quotation requirements for debt securities are as follows:

• the aggregate face value for the securities must be at least A$10 million;
• the company will need to give ASX a copy of the documents setting out the terms of issue of the securities, any trust deed, and the registry and dealers agreements; and
• the securities must be approved for settlement in CHESS (or, in the case of wholesale debt issues, for settlement in Austraclear).

The ongoing requirements for listed ASX debt issuers include the following:

• compliance with continuous disclosure obligations in relation to quoted debt securities;
• providing ASX each year with a copy of the audited annual accounts;
• if the terms of issue of debt securities are changed, providing ASX with a copy of the updated terms; and
• complying with a standard timetable for interest payments. For instance, the standard requirement for books closing date (record date) is generally at the close of business 8 calendar days before the interest payment date.

The disclosure requirements of the Corporations Act apply to any entity seeking to raise funds in Australia regardless of its place of incorporation, meaning that foreign issuers conducting public offerings in Australia must generally comply with the same disclosure document requirements (including prospectus requirements) as domestic issuers, unless an applicable exemption is available.

A foreign issuer wishing to list on the ASX may apply for a standard ASX listing or, if it has a primary listing on a recognised overseas exchange, an ASX Foreign Exempt Listing. For a standard ASX listing, foreign companies are generally required to meet all of the same listing conditions as Australian companies.  In addition, foreign companies may be required:

• to have at least one Australian resident director with experience on ASX listed company boards;
• to have a minimum percentage of Australian resident shareholders on listing;
• to obtain waivers from certain listing rules to the extent that their share or governance structures do not comply with ASX listing rule requirements.

For an ASX Foreign Exempt Listing, significantly higher financial thresholds apply (see #10 above). In terms of continuing obligations, an ASX Foreign Exempt Listing is generally not required to comply with most ongoing ASX Listing Rule obligations applicable to standard listed entities, provided that it complies with its home exchange requirements, representing a significant reduction in the regulatory compliance burden for dual-listed foreign entities.

Most foreign entities (other than New Zealand companies) will be required to have depositary interests known as CHESS Depositary Interests of CDIs traded rather than shares as their shares cannot be traded electronically via CHESS.

Public equity markets remain a viable but selective exit channel for private equity (PE) investors in Australia. The Australian IPO market has historically been one of the more active in the Asia-Pacific region, and PE-backed IPOs have been a significant feature of the market. However, the IPO market has been subdued in recent years due to elevated interest rates, global macro uncertainty and market volatility, which led many PE investors to favour trade sales, secondary buyouts or continuation funds as exit alternatives. The renewed IPO activity in 2025 (including Bain Capital’s re-listing of Virgin Australia via a A$685 million IPO) signals improving conditions for PE exits via the public markets in 2026.

Overall, while public market exits can deliver premium valuations in favourable market conditions, trade sales and secondary buyouts remain widely utilised for their certainty and speed of execution.

The current regulatory trend in Australia reflects a dual focus on targeted expansion of oversight and simplification of requirements to enhance market competitiveness.

Key recent initiatives and developments include:

• mandatory climate reporting – the phased introduction from January 2025 of mandatory sustainability and climate reporting obligations for large Australian entities, expanding progressively to smaller entities in 2026 and 2027, represents a significant expansion of corporate reporting obligations (see #20 above);
• mandatory merger notification regime – the introduction from 1 January 2026 of a mandatory ACCC pre-clearance regime for acquisitions meeting prescribed financial thresholds represents a major expansion of regulatory oversight of M&A transactions, replacing the previous voluntary clearance process;
• ASIC fast-track prospectus review – ASIC has introduced a streamlined process for reviewing IPO prospectuses for certain companies to reduce listing timelines and improve the attractiveness of the Australian IPO market;
• financial services licensing reform – the Government has indicated ongoing reform of the financial services regulatory framework to streamline obligations for market participants; and
• digital asset regulation – ASIC and the Federal Government have signalled increasing regulatory attention on digital assets and crypto assets, with further legislative reform anticipated (see #29 below).

Overall, the regulatory direction reflects a move toward proportionate regulation that maintains robust investor protection while reducing friction in capital markets activity.

Australia is actively developing a regulatory framework for digital assets and crypto assets in the context of capital markets.

Key developments include:

• token mapping – ASIC and the Australian Treasury have undertaken a token mapping exercise to classify different types of crypto assets by reference to the existing financial products framework under the Corporations Act, with the aim of determining the extent to which existing financial products laws apply to crypto assets;
• ASIC guidance – ASIC has issued guidance (including INFO 225) clarifying when crypto assets may constitute financial products subject to existing regulatory requirements including licensing, disclosure and conduct obligations, and has taken enforcement action against crypto platforms operating without an AFSL;
• proposed licensing regime for digital asset exchanges – the Government has released draft legislation for consultation proposing a new licensing regime for digital asset exchanges and platforms, which is anticipated to be progressed through Parliament; and
• stablecoin regulation – the Government has flagged that stablecoins and payment stablecoins will be addressed in the context of broader payments system reform.

While a comprehensive dedicated legislative framework for crypto assets has not yet been enacted, Australia has made significant progress in developing its regulatory approach and legislation is expected in the near term. In the meantime, existing financial product and services laws under the Corporations Act and the Australian Securities and Investments Commission Act 2001 (Cth) apply to the extent that crypto assets meet the definition of financial products.