Mackay Chapman September 2026 ASIC Update

In this month’s ASIC update:

• ASIC releases its Corporate Plan for 2026-27;
• McPherson’s found liable for continuous disclosure failures and misleading investors;
• Hudson Global Resources fined $270,000 for financial reporting breaches;
• Fiducian ordered to pay $7.3 million over operation of ESG fund;
• Mainfreight Group companies pay $594,000 over late financial reports;
• ASIC suspends the AFS licence of CFD issuer GFA Capital Markets; and
• ASIC proposes greater flexibility for pre-IPO advertising.

ASIC sets priorities

ASIC has released its Corporate Plan for 2026–27, setting out its priorities under new Chair Sarah Court.

The message is fairly clear: expect more scrutiny and more enforcement.

ASIC says it wants to be easier to deal with for businesses seeking to comply with the law, while making it harder for those causing harm to avoid their attention. That sits squarely with the direction it has taken over the past year, with increased enforcement activity and a greater willingness to intervene where it sees risks to investors or market integrity.

Managed investment schemes will remain a particular area of focus, alongside market integrity across both public and private markets. That is significant given ASIC’s increasing attention to private credit, fund governance, valuations, liquidity, disclosure and the way investment products are being promoted and managed.

Artificial intelligence will also receive greater scrutiny, including its use by financial institutions and the risks posed by AI-driven manipulation, deepfakes and misinformation. 

At the same time, the regulator says it intends to reduce unnecessary regulatory burden through simpler guidance and instruments, improved digital services, more efficient licensing processes and better coordination with other regulators.

But the two objectives should not be confused.

ASIC may be trying to make compliance easier for businesses doing the right thing, but its Corporate Plan also signals that enforcement activity and regulatory intervention will remain high. That means governance, disclosure, licensing obligations and the way risks are identified and managed are likely to remain firmly under the microscope.

McPherson’s found liable over continuous disclosure failure

The Federal Court has found listed health, beauty and wellness company McPherson’s Limited breached its continuous disclosure obligations and engaged in misleading or deceptive conduct in connection with earnings guidance issued in October 2020.

McPherson’s had forecast growth in profit before tax, with the forecast underpinned by purchasing forecasts for its high-margin Dr LeWinn skincare product line.

The Court found that by 12 November 2020, following an online sales event in China, McPherson’s was aware that actual sales and purchasing forecasts were significantly below expectations and that its existing profit forecast no longer had a reasonable basis.

McPherson’s did not correct the market until 1 December 2020, when it downgraded and withdrew its earnings guidance. Its share price subsequently fell 34.5%.

The Court found McPherson’s breached its continuous disclosure obligations and misled investors by failing to disclose the changed circumstances during the period from 12 to 30 November 2020.

Former CEO and managing director Laurence McAllister was also found to have breached his duty of care and diligence as a director and to have authorised the provision of false or misleading information to the ASX.

The decision reinforces the need for listed companies and their directors to reassess previously issued earnings guidance when circumstances materially change. Where existing guidance no longer has a reasonable basis, delaying corrective disclosure can create significant exposure.

Hudson fined $270,000 for failing to lodge financial reports

Recruitment firm Hudson Global Resources (Aust) Pty Ltd has been convicted and fined $270,000 for failing to meet its financial reporting obligations.

Hudson was required to lodge audited financial reports with ASIC for the 2022, 2023 and 2024 financial years.

The outcome forms part of ASIC’s broader enforcement focus on companies that fail to lodge required financial reports.

Failure to lodge full-year financial reports with ASIC is a breach of the Corporations Act. ASIC has made financial reporting misconduct, including late and non-lodgement, a specific enforcement priority for 2026.

Fiducian ordered to pay $7.3 million over ESG fund

Fiducian Investment Management Services Limited has been ordered to pay a $7.3 million penalty over the operation of its Diversified Social Aspirations Fund.

The Supreme Court of New South Wales found Fiducian failed to act with the required care and diligence as responsible entity of the fund and made statements liable to mislead the public about its ethical and socially responsible investment objectives.

The fund invested solely through several underlying funds. Between October 2019 and May 2024, those funds held investments in companies that, among other things, derived revenue from fossil fuels.

The Diversified Social Aspirations Fund’s Product Disclosure Statement said it would invest in companies that aimed to have a positive impact on society and the environment and avoid investments in certain harmful activities. It also said Fiducian would routinely monitor the fund’s investments.

The Court found Fiducian did not have reasonable grounds for those statements and failed to adequately monitor the underlying investments, review their investment strategies or change either the investments or the fund’s stated objectives when inconsistencies became apparent.

Fiducian had admitted that it failed to discharge its duties as responsible entity and contravened provisions relating to false or misleading representations.

The case is ASIC’s fourth greenwashing civil penalty outcome and its first against the operator of a managed fund involving failures in governance, compliance and oversight of ESG claims.

The decision makes clear that ESG compliance extends beyond the wording used in marketing material and disclosure documents. Responsible entities need systems capable of monitoring whether the investments held by a fund continue to match the claims being made about them.

Mainfreight companies pay $594,000 over late financial reports

Three companies within the Mainfreight Group have paid infringement notices totalling $594,000 for allegedly failing to lodge their financial reports on time.

Mainfreight Distribution Pty Limited, Owens Group Australia Pty Limited and Mainfreight Holdings Pty Ltd each paid $198,000 after allegedly failing to lodge reports for the financial year ended 31 March 2025 by the 31 July 2025 deadline.

Payment of an infringement notice is not an admission of guilt or liability.

ASIC has now issued 27 infringement notices totalling more than $5 million since beginning broad surveillance of late and non-lodgement of financial reports in August 2025.

Its recent action has included companies operating across sectors including retail, hospitality and logistics.

Together with the $270,000 fine imposed on Hudson Global Resources, the Mainfreight action shows ASIC is continuing to actively pursue financial reporting compliance rather than treating late lodgement as a purely administrative issue.

Companies required to lodge financial reports should ensure that audit, board approval and lodgement processes allow sufficient time to meet the applicable deadline.

ASIC suspends GFA Capital Markets AFS licence

ASIC has suspended the Australian financial services licence of CFD issuer GFA Capital Markets Limited for five months after finding a series of compliance failures.

The suspension runs from 23 July to 18 December 2026.

The issues were identified as part of ASIC’s industry-wide review of 52 licensed CFD issuers.

Following an administrative hearing, ASIC found GFA had failed to properly separate and handle client money, mixed non-client money with client money, breached derivative transaction reporting obligations and failed to maintain adequate compliance systems and controls.

ASIC also found GFA did not have adequate financial resources, technological systems and staffing and was likely to breach its general obligations as an AFS licensee.

During the suspension, GFA can operate only for limited purposes including maintaining its AFCA membership, holding professional indemnity insurance and complying with ASIC notices.

Before the suspension expires, GFA must demonstrate that it has improved its compliance, client money and reporting processes. ASIC may extend the suspension or cancel the licence if it is not satisfied with the changes made.

GFA has the right to seek review of ASIC’s decision by the Administrative Review Tribunal.

The action follows ASIC’s broader review of the CFD sector, which earlier this year resulted in nearly $40 million being returned to more than 38,000 retail investors and compliance changes across the industry.

ASIC proposes greater flexibility for pre-IPO advertising

ASIC is consulting on changes that would give companies greater flexibility to advertise and publicise proposed IPOs before lodging a prospectus.

Current rules generally restrict advertising of securities offers requiring a disclosure document before that document has been lodged. While a limited exception exists for offers of unquoted securities requiring a disclosure document, including IPOs, the information that can currently be published is tightly prescribed.

ASIC says the existing regime does not reflect modern information-sharing practices and is more restrictive than comparable regimes overseas and some other Australian fundraising frameworks.

Under the proposed changes, companies would be able to communicate more broadly about upcoming IPOs before lodging a prospectus, subject to safeguards.

Those safeguards would include identifying the issuer and seller, making clear where and when the prospectus will be available and directing investors to the prospectus as the key source of information when deciding whether to invest.

ASIC says the changes are intended to make Australian public markets more attractive for new listings while retaining investor protections.

The proposal follows several recent initiatives aimed at reducing unnecessary differences between public and private capital markets, including ASIC’s proposed simplification of its sell-side research guidance and the ASX fast-track IPO trial.

Submissions on the proposal close on 11 September 2026.

The contents of this update do not constitute legal advice, are not intended to be a substitute for legal advice, and should not be relied upon as such. They are designed and intended as general information in summary form, current at publication, for general informational purposes only. You should seek legal or other professional advice concerning any particular legal matters you or your organisation may have.

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