An Australian Securities and Investments Commission (ASIC) instrument renewal framed as administrative maintenance contains one genuine policy change – and it lands as the disclosure obligations of listed company directors are tightening on multiple fronts simultaneously.
On September 28, ASIC confirmed it had remade three legislative instruments set to automatically sunset in October 2026. Under the Legislation Act 2003, all legislative instruments lapse after 10 years unless the regulator acts to preserve them. Two of the three were renewed with drafting simplifications only. The third was not.
The remade ASIC Corporations (Disclosure of Directors’ Interests) Instrument 2026/758 moves to a market-neutral approach.
Where the previous version tied directors’ disclosure relief to the ASX Listing Rules specifically, the updated instrument extends that same relief to directors of public companies listed on any declared financial market with equivalent disclosure requirements.
For directors of dual-listed entities – those trading on the ASX alongside one or more overseas exchanges – that is a practical shift. They can now access the compliance simplification without the instrument defaulting to ASX rules regardless of where their company primarily lists.
The Australian Institute of Company Directors (AICD) noted in its February 2025 directors’ guide to dual listings that cross-market listings are typically pursued to access fresh capital and different investor pools, with companies such as Mesoblast having sought a Nasdaq listing specifically to reach specialist healthcare funds not readily available in Australia. As that trend continues, the population of directors affected by a market-neutral disclosure instrument grows with it.
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The instrument change does not arrive in isolation.
From December 4, 2026, entities listed on Australian financial markets face expanded obligations under the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025. K&L Gates, in a client alert published September 24, 2026, confirmed that directors’ obligations under section 205G of the Corporations Act now extend to deemed economic interests – derivative-based exposures must now be factored into disclosure assessments alongside direct holdings. K&L Gates described enhanced obligations as applying from day one, with market participants having a short window to comply.
ASIC confirmed in March 2026 that the reforms also require foreign-registered entities listed on Australian financial markets to meet the same disclosure standards as Australian-registered companies.
Together, the instrument update and the December 4 regime point the same way: directors managing cross-market listings now operate in a more complex disclosure environment than existed when most of their current D&O programmes were structured.
Directors’ disclosure obligations sit at the centre of D&O claims in Australia, and enforcement has remained active.
In 2025, the Federal Court ordered $2.8 million in penalties against two directors of Open4Sale Global Ltd for fundraising disclosure breaches – raising over $1.3 million from 83 investors without compliant documentation, according to ASIC’s published media release. La Barrie was disqualified from managing corporations for 12 years; Hafer for eight.
The D&O market has recovered substantially from the hard conditions of 2019 to 2022, when premiums exceeded 100% increases at renewal in some cases. The Australian Prudential Regulation Authority’s (APRA) quarterly general insurance performance statistics show the class posted a positive insurance service result every quarter from December 2023 to March 2026, including a $171 million result in December 2025.
Aon reported an average 20% reduction in rate per million across its ASX300 client portfolio in 2025, while flagging that mandatory climate disclosures, AI governance, ESG, and cyber risk have become key areas of underwriting scrutiny.
“Boards and executives in Australia are navigating an increasingly complex risk landscape, influenced by class action activity and regulatory scrutiny,” said Julie Hamilton, national D&O practice group leader at Aon Australia, in the firm’s June 2026 press release on the launch of its D&O Risk Analyzer tool.
Alistair Clarke, head of specialty for Australia at Aon, added in the same release: “Insurance managers and CFOs are increasingly expected to justify decisions on limits, structure and spend.”
Both observations apply to the current moment – a softened market, active regulatory enforcement, and a disclosure framework that is expanding before year end.
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The ASIC instrument change does not alter what directors must disclose. It changes how they comply across exchanges.
For clients with cross-market listings, D&O programmes structured before the December 4 regime – when deemed economic interests were not yet disclosable – may not have been underwritten with that expanded exposure in mind.
In a market where pricing is historically elevated and insurer appetite is competitive, brokers have conditions to review coverage structures and justify those decisions on evidence. The December 4 deadline and the market-neutral disclosure framework this instrument introduces give that conversation a defined trigger before the next renewal cycle.
