The Australian Securities and Investments Commission (ASIC) has remade three legislative instruments due to sunset in October 2026. One of them contains a policy change for directors of dual-listed companies.
Under the Legislation Act 2003, legislative instruments lapse after 10 years unless they are remade. ASIC confirmed on September 28 that two of the three had been renewed with drafting simplifications only.
The third, ASIC Corporations (Disclosure of Directors' Interests) Instrument 2026/758, moves to a market-neutral approach. The previous version tied directors' disclosure relief specifically to the ASX Listing Rules. The new instrument extends the same relief to directors of public companies listed on any declared financial market with equivalent disclosure requirements.
For directors of companies listed on the ASX and one or more overseas exchanges, that simplifies compliance. The Australian Institute of Company Directors noted in its February 2025 guide to dual listings that companies typically pursue cross-market listings to reach new capital and investor pools, citing Mesoblast's Nasdaq listing to access specialist healthcare funds.
The ASIC change eases compliance. The broader shift for directors comes from the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025, which takes effect on December 4, 2026, 12 months after Royal Assent.
The reforms extend disclosure requirements to interests arising under equity derivatives. They apply to the substantial holder provisions, the director interest disclosure provisions and the tracing provisions. Law firm K&L Gates said in a September 24 client alert that directors will need to factor derivative-based exposures into their disclosure assessments alongside direct holdings, with a short window to prepare. ASIC said in March that the reforms also require foreign-registered entities listed in Australia to meet the same disclosure standards as Australian-registered companies.
Directors' disclosure obligations sit at the centre of D&O exposure in Australia, and enforcement remains active. In 2025, the Federal Court ordered $2.8 million in penalties against two directors of Open4Sale Global Ltd for fundraising disclosure breaches, according to ASIC. The company had raised more than $1.3 million from 83 investors without compliant documentation, and the directors were disqualified from managing corporations for 12 and eight years respectively.
The regime changes arrive in a softer D&O market. Aon reported an average 20% reduction in rate per million across its ASX300 client portfolio in 2025, while flagging climate disclosure, AI governance and cyber as areas of growing underwriting scrutiny.
For brokers, the December 4 regime provides a defined trigger for renewal conversations with listed clients. Directors will be disclosing a broader range of interests than when many current D&O programs were structured. Brokers should confirm with clients whether their disclosure processes, and the regulatory investigation cover in their programs, have been reviewed against the new requirements.
