ACCC releases guidance on transitional arrangements to the new merger control regime
On 4 March 2025, the ACCC published guidance on transitional arrangements to the new merger control regime.
Our recent article summarises the ACCC’s guidance on how businesses can engage with the ACCC on proposed acquisitions throughout 2025 (before the new regime becomes mandatory on 1 January 2026), including practical implications when choosing processes to notify during the transitional period. See also our previous Insight on the new regime.
Fifth edition of Corporate Governance Principles and Recommendations abandoned
On 20 February 2025, the ASX Corporate Governance Council (Council) announced that it had closed its consultation period on the draft fifth edition of its Corporate Governance Principles and Recommendations, with the fourth edition to remain in effect without change.
This followed a divisive vote which saw eight of the Council’s 19 members opposing the implementation of the draft fifth edition, including the ASX itself.
The draft fifth edition was first released for consultation in February 2024 and included updated recommendations regarding DEI disclosures, such as personal diversity disclosures from directors. Despite a majority of council members being in favour of the new standard, the Council’s Chair Ms Elizabeth Johnstone stated that a “broad consensus on a suitable Fifth Edition would not be possible at this point in time”.
ASIC releases discussion paper on private and public capital in Australia
On 26 February 2025, ASIC released its highly anticipated discussion paper Australia’s evolving capital markets: A discussion paper on the dynamics between public and private markets (Discussion Paper).
Our recent Insight provides a high level overview of the Discussion Paper which seeks input into the key issues that ASIC sees in relation to the operation and regulation of public and private markets. Submissions are due by 5pm on 28 April 2025.
New FIRB portal: Key updates on applications and compliance reports
Treasury’s new Foreign Investment Portal became live for compliance reporting under existing no objection notifications on 24 February 2025 and will be live from the end of April 2025 for submitting applications, viewing approval and paying application fees.
Our recent Insight considers practical steps organisations need to take to set up an account on the Portal (which we recommend one staff member does (using their myID (formerly myGovID)).
Look out for our further update closer to the full launch at the end of April.
On 25 February 2025, Treasury also released its Quarterly Report on Foreign Investment – 1 July to 30 September 2024 which covers the regulation of foreign investment in Australia and sets out key performance data concerning the operation of Australia's foreign investment regulatory framework during that period.
Greenwashing, greenhushing and sustainability – what’s been happening and what to expect in the year ahead
Greenwashing, greenhushing and sustainability remain key focus areas for the ACCC and ASIC in 2025.
Our recent article discusses key developments, including the latest enforcement priorities, private actions and regulatory guidance and what this means for businesses.
Scams prevention framework bill receives assent
On 13 February 2025, the Scams Prevention Framework Bill 2025 (Cth) passed both Houses of Parliament and received assent on 20 February 2025 (see the Act here). The new Scam Prevention Framework (SPF) is the first legislative attempt to combat scams and has significant implications for banks, telecommunications companies and digital platform service providers (including social media and search engines).
The SPF establishes a new whole-of-ecosystem approach with broad ‘principles-based’ legal requirements applying across industries and underlying sector-specific codes made by the relevant Minister following consultation. Considerable penalties (up to $52,715,850 for a body corporate and $2,636,700 for an individual) will apply for breaching the requirements of the SPF. The SPF will also contain mandatory requirements for in-scope firms to have in place internal and external dispute resolution mechanisms. However, it did not introduce a mandatory scam reimbursement scheme similar to that of the UK.
Our recent article analyses the changes to the Bill from the exposure draft made by the Senate and what regulated sectors should be doing now to ensure they comply with the new SPF. It also outlines the significant further details that still need to be finalised.
WEGA releases latest gender pay gap data
On 4 March 2025, the Workplace Gender Equality Agency (WGEA) published its ‘Employer Gender Pay Gaps Report’, reporting on 2023-24 gender pay gap data of 7,800 private sector employers and 1,700 corporate groups.
The WGEA sets a target range of both average and median total remuneration gender pay gaps (that is calculated including payments above base salary such as superannuation, performance bonuses, overtime and allowances) within and including +/-5%, which it notes that only 15.3% of employers are currently achieving.
The data published by the WGEA, including average and median total remuneration gender pay gaps, gender composition per pay quartile and average total remuneration, may serve as a useful comparison tool for boards. By obtaining an understanding of the drivers of an organisation’s gender pay gap, directors can provide a voluntary ‘employer statement’ that gives context to the organisation’s results, communicates the key causes and explains how the board plans to take action to address remuneration disparity – which could go some ways towards retaining key employees.
Gender equality reforms for large companies one step closer
On 13 February 2025, the Workplace Gender Equality Amendment (Setting Gender Equality Targets) Bill 2024 (Cth) had its second reading debate in the Senate.
The Bill seeks to introduce new gender equality requirements for companies with 500 or more employees. If passed, such companies will require a certificate of compliance under the Workplace Gender Equality Act 2012 (Cth) (obtained by demonstrating progress with three selected gender equality targets over a three-year period) to secure certain government contracts over a certain procurement threshold (and avoid being publicly named as being non-compliant).
Inadvertent but repeated breaches of the Corporations Act may lead to personal liability for costs – Re Sprintex Ltd (No 2) [2025] WASC 15
In Re Sprintex Ltd (No 2) [2025] WASC 15, Sprintex Ltd made an urgent application for curative orders under section 1322(4) of the Corporations Act 2001 (Cth) (Corporations Act) in relation to its failure to:
Lodge annual reports in the timeframes required under section 319(3)(a) – Sprintex issued cleansing notices under section 708(5)(c), stating it had complied with Chapter 2M when it had not and various share issues had occurred that then required validation.
Issue cleaning notices or cleansing prospectuses in respect of multiple share issues.
While the court found that the breaches were inadvertent and honest and made the relevant curative orders, it deviated from the usual position of not making a costs order. Instead, the Court made orders that costs not be covered by company funds (which meant that the company officers were open to personal liability for costs).
The court did not accept that a finding of dishonesty was not critical for costs discretion and pointed to several factors which it felt were “more than sufficient” to depart from the usual position, including:
There were numerous contraventions of the Act in this case (two failures to lodge annual reports by the required time period and 13 instances of share issues being impacted as a result – plus 11 separate occasions on which shares were issued in contravention of the Act over four months).
Sprintex had sought curative orders in previous years relating to failures to comply with the fundraising disclosure requirements of the Act (and the same board and CFO/company secretary were still appointed (although that person was subsequently terminated).
The same CFO/company secretary was directly involved in subsequent contraventions in another listed entity (and at least one of the company's directors was aware of this fact and at least 10 of the contraventions in issue were closely similar in nature to those other contraventions).
Although Sprintex claimed to understand the need for corporate governance education and proposed the development of a protocol to accompany the issue of securities in the future, this was never actually prepared.
Further, the fact that the CFO/company secretary refused to provide an affidavit meant the court had to consider the application in the absence of sworn explanation from the person with the key responsibility.
While the Court acknowledged that the company officers may now need to seek separate legal representation to be heard on the question of costs, this was trumped by the broader importance of listed company regulatory compliance and the protection of shareholder interests.
ACCC compliance and enforcement priorities
The ACCC announced its compliance and enforcement priorities for 2025-26, focusing on misleading surcharging, alongside continued scrutiny of the supermarket and retail, aviation, essential services and digital sectors.
Our recent Insight by our Competition, Consumer and Market Regulation (CCMR) team summarises the implications which includes details on the ACCC’s renewed focus on:
cost-of-living pressures
digital economy challenges
evolving approaches to greenwashing.
It also looks at other key developments in 2025-26 to look out for.
The CCMR team has also published its annual Competition and Consumer Insights which outlines our take on the major trends and data from 2024 and outlook for 2025.
The battle of the coffee jars
The recent proceedings commenced by Koninklijke Douwe Egberts BV (KDE) and Jacobs Douwe Egberts AU Pty Ltd (JDE AU) against Cantarella Bros Pty Ltd (Cantarella) in the Federal Court represents another battle in the ongoing coffee brand trade mark wars being waged in Australian courts (most recently where the Full Federal Court considered the validity of Cantarella’s ORO mark).
The case concerned the well-known coffee brands 'Moccona' and 'Vittoria'. While the claims being made in the KDE case were not unusual (the case involved allegations of trade mark infringement, Australian Consumer Law contraventions and passing off), the trade mark at the centre of the case was somewhat unusual, being a 'shape' mark relating to the shape of a container.
The decision of Wheelahan J handed down on 7 November 2024 provides useful guidance as to the validity of registered shape marks, the use of product containers as trade marks and an analysis of deceptive similarity in the context of a shape mark.
Our recent Insight considers the decision and its key takeaways and implications for trade mark protection.