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ARTICLE · 04 NOVEMBER 2025

Shareholder Disapproval: ASX Proposes Shareholder Approval Requirements For Mergers And Takeovers

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There has been recent controversy where ASX-listed bidders have used highly dilutive share issues to acquire a target, bypassing 15% capacity constraints and without bidder shareholder approval.

AustraliaCorporate/Commercial Law
Russell Lyons
Russell Lyons
Becki Tam
Becki Tam
Harrison Langsford
Harrison Langsford

Australian Securities Exchange Ltd (ASX) Releases Consultation Paper Addressing Dilutive Acquisitions

There has been recent controversy where ASX-listed bidders have used highly dilutive share issues to acquire a target, bypassing 15% capacity constraints and without bidder shareholder approval.

Criticism has led the ASX to release a consultation paper on 20 October 2025 which seeks submissions on how the Listing Rules should be strengthened to protect shareholders of listed bidders.

Potential changes being considered to Listing Rule 7.2 are an introduction of a 25% limit to scrip consideration that a listed bidder can issue under a regulated takeover, merger or scheme before requiring bidder shareholder approval.

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