Australia- Substantial Shareholding Amendment

Friday October 31 2025

On 7 October 2025, the Australian Government introduced the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Bill 2025, marking a significant step toward enhancing transparency and resilience in the financial markets.

This bill proposes targeted amendments to the Corporations Act 2001, particularly focusing on the substantial holding’s disclosure regime. These reforms aim to close regulatory gaps and align Australia’s financial system with international best practices.

Key Proposal Changes:

\  Inclusion of Cash Settled Derivatives:

Under the current regime, only physically settled derivatives are considered when calculating substantial shareholdings. The proposed changes will expand this scope to include cash-settled equity derivatives, ensuring that all relevant financial instruments are captured in disclosure obligations. This move is expected to improve market transparency and reduce the risk of hidden ownership structures.

\  Broader Issuer Coverage:

The bill also extends the substantial shareholding tracing regime to foreign-incorporated entities listed on Australian financial markets. This ensures that overseas companies operating in Australia are subject to the same disclosure standards as domestic issuers, promoting fairness and consistency across the board.

Why These Changes Matter:

These reforms are part of a broader effort to strengthen Australia’s financial system by:

• Enhancing market integrity and investor confidence.
• Reducing opportunities for regulatory arbitrage.
• Aligning Australia’s disclosure standards with those of other major financial jurisdictions.

Next Steps:

The bill is currently under parliamentary review. Stakeholders, including listed entities, institutional investors, and legal advisors, should closely monitor its progress and prepare for potential compliance updates.