2025 In Review

CORPORATE

New merger laws

• New merger laws were introduced in 2025.
• From 1 January 2026, entities must notify the ACCC of any acquisition of shares/assets meeting either of the following monetary thresholds and control thresholds if the target carries on a business in Australia:

• Pecuniary penalties apply for failure to notify.
• Key exceptions: certain capital-raising acquisitions, debt instruments, securitisations, lease extensions, land development and sale/leaseback arrangements, provided “control” is not acquired.

Fast-track IPOs

• ASIC has launched a two-year trial programme to fast-track the IPO process for eligible companies.
• Companies with a projected market capitalisation above $100 million and no ASX-imposed escrow are eligible for the new process.
• Eligible companies may now submit an advanced draft prospectus to ASIC at least 14 days prior to formal lodgement, which allows ASIC to provide feedback before the formal exposure period begins.
• Once the exposure period begins, investors can now apply for securities under the prospectus for eligible companies during the exposure period.

Mandatory climate-related financial disclosure

• Framework came into force on 1 January 2025.
• Large public and private companies are required to report on their climate-related risks and opportunities in an annual ‘sustainability report’ as follows:

• The sustainability report will form part of the annual report to be lodged with ASIC within 3 months after the end of the financial year.

ASX updates

Disclosure of waivers:

• ASX requires a listed entity that is granted a waiver to disclose the nature and effect of the waiver and the entity’s reasoning for the waiver.
• The entity must inform ASX within 1 business day of ASX communicating that the waiver has been granted.
• Entities will also need to submit to ASX a draft market release outlining the above points to be released once approval is obtained.
• Waivers are available on the waiver register on ASX public website.

Dilutive acquisitions – stronger shareholder approval requirements proposed:

• ASX is consulting on a range of options for potential changes to the ASX Listing Rules to expand shareholder approval requirements in connection with equity dilutive acquisitions by a listed company and changes in a dual listed company’s admission status on ASX.

Director penalty notices:

• Director Penalty Notices (DPN) may be issued by the ATO to directors of a company, making the director personally liable for unpaid tax debts.
• If the company lodges a BAS/IAS (for PAYG and GST) on time but fails to pay on the due date, then the ATO may issue a “non-lockdown DPN”, which requires the directors to procure payment within 21 days or place the company into administration, liquidation or a restructuring process to remove the directors’ personal liability.
• If the company fails to lodge a BAS/IAS (for PAYG and GST) on time, then the ATO may issue a “lockdown DPN”, which requires the directors to procure payment but placing the company into administration or liquidation will not relieve the directors’ personal liability.
• If a DPN is issued, the company and its directors are jointly and severally liable for the debt – which means the ATO can recover the entire debt from either the company or any director or all of them jointly.
• If a DPN is issued, all directors are liable for 100% of the debt (not just a proportional share).
• There are limited defences available for directors, including taking all reasonable steps to ensure compliance.

Sustainability report processes clarified:

• ASX has confirmed that a late lodgement of a sustainability report does not result in mandatory suspension.
• Entities are required to lodge a preliminary annual report within 2 months after the end of the financial year, pursuant to Listing Rule 4.3B, together with an Appendix 4E. ASX has clarified that the sustainability disclosures are not required to be lodged with the Appendix 4E unless the Appendix 4E package includes the full audited annual report.

RESOURCES

Mining Amendment Bill 2025 (WA)

• The Mining Amendment Bill 2024 was re-introduced into WA Parliament on 26 June 2025.
• Key amendments proposed:

1. Exploration Licences Granted over Part of Land (Section 57) – Allows areas of exploration licence applications to be excised if:
   1. the area is the subject of a current mining tenement (other than a miscellaneous licence, which can co-exist with exploration licences);
   2. the area is subject to another application for a mining tenement (other than an application for a miscellaneous licence); or
   3. the Minister considers that the area is not suitable for the purposes of exploration.
2. Context: Blue Ribbon (2022) – This amendment aims to address issues raised in the Blue Ribbon decision in which the Warden’s Court held that the Minister does not have the power to excise areas from the grant of exploration licences.
3. Exploration Licence Applications (Section 58) – Clarifies that applicants are only required to include details of expenditure, work programme and financial resources for the 1^st year of the term.
4. Context: True Fella (2022) – This amendment aims to address issues raised in the True Fella decision in which the Warden’s Court held that a “section 58 statement” was invalid if the statement did not specify the programme of work details or proposed expenditure for the full 5-year term of the exploration licence.
5. Please also see below recent case law on this issue per the decision in Richmond v Warden Thomas McPhee [2025] WASC 387.
6. Mining Lease Applications (Section 74) – Removes the requirement for mining development and closure proposals, mineralisation reports, resource reports and/or supporting statements to “accompany” applications for mining leases. Rather these documents will be able to be submitted “as part of the application” within the prescribed time and prescribed manner (to be set by the regulations).
7. Context: Forrest & Forrest (2017) – This amendment aims to address invalidity issues arising from the High Court decision in Forrest & Forrest that a granted mining lease was invalid on the basis the mining lease application did not strictly comply with the procedural requirements under the Mining Act.
8. Mining Lease Renewals (Section 78) – Clarifies ambiguity in relation to the timing for lodgement of applications for renewal (after the first renewal) to be made within the prescribed period (to be set by the regulations).
9. Cancellation and Amendment to Conditions – Introduces the ability for the Minister to cancel or amend conditions imposed on tenements, provided their cancellation or removal does not cause detriment to the holder of the tenement.
10. Expenditure Exemption – Removes the requirement for applicants to specify the amount of expenditure to be exempted. This rectifies a long-standing flaw in the exemption process, where applicants often submit applications based on estimated expenditure early in the reporting period. If actual expenditure reported in the Operations Report (Form 5 Report) later differs, this discrepancy can expose applicants to penalties or forfeiture.

Exploration licence applications – clarity on section 58 statements (WA)

• The WA Supreme Court in Richmond v Warden Thomas McPhee [2025] WASC 387 has found that, contrary to previous Warden’s Court decisions including True Fella (see below), it is not a requirement that the “section 58 statement” lodged with an exploration licence application specify the programme of work details or proposed expenditure for the full 5-year term of the exploration licence.
• This decision overturns the 2022 decision of Warden Cleary in True Fella v Pantoro South Pty Ltd [2022] WAMW 19 (True Fella). In True Fella, the Warden held that a “section 58 statement” was invalid if the statement did not specify the programme of work details or proposed expenditure for the full 5-year term of the exploration licence.
• A number of objection matters, which have been held up in the Warden’s Court since December 2024 on the basis they had facts that would be impacted by the outcome of the Supreme Court matter, have resumed.
• The Supreme Court decision is consistent with the proposed legislative updates under the Mining Amendment Bill 2025 summarised above addressing section 58 statements.

Miscellaneous licences NOT rateable Land (WA)

• On 8 July 2025, the Supreme Court of Western Australia held in Shire of Mount Magnet v Atlantic Vanadium Pty Ltd [2025] WASC 274 that Crown land that is the subject of a miscellaneous licence and that is occupied is rateable land under section 6.26(1) of the Local Government Act 1995 (WA) (LGA).
• In response, the WA Government passed the Local Government Amendment (Rating of Certain Mining Licences) Bill 2025 on 13 November 2025, which amended the LGA to ensure that land held under a miscellaneous licence cannot be rated by local governments.
• This legislative enactment restores certainty and removes the double-rating risk for infrastructure-related licences in Western Australia.

Environmental reforms

• On 27 November 2025, the Commonwealth Government passed a number of bills to deliver the most significant reforms to Australia’s national environmental protection regime in the past two decades which exist under the Environment Protection and Biodiversity Conservation Act 1999 (Cth) (EPBC Act).
• The key reforms comprise of the following:

1. New independent National Environmental Protection Agency (NEPA)
2. National Environmental Standards
3. Revised definition of “unacceptable impact”
4. Streamlined project assessment processes, including updated assessment pathways and decision criteria
5. New role, the Head of Environment Information Australia
6. Reforms relating to customs, excise and charges

• The reforms will particularly impact the approvals regime for future major projects and existing project’s environmental compliance.
• The reforms are expected to commence progressively from 2026.

Native Title reforms

• In May 2025, the Australian Law Reform Commission published a Discussion Paper on the ‘future acts’ regime under the Native Title Act 1993 (Cth).
• The Discussion Paper centres around the following key changes to the regime:

1. including a new pathway to future acts validity – referred to as ‘Native Title Management Plans’ (NTMPs);
2. reforms aimed at improving the efficacy, equality, and fairness of agreement-making processes;
3. replacing the existing categories of future acts with an impact-based model for determining procedural requirements;
4. removing the expedited procedure regime; and
5. improving resourcing for Prescribed Bodies Corporate (PBCs).

• A Final Report is expected to be released in December 2025.

Public sector reforms (WA)

• The former Department of Energy, Mines, Regulation and Safety (DEMIRS) underwent a restructure in 2025, and was split into the following distinct government bodies:
  • Department of Local Government, Industry Regulation and Safety manages building and energy, WorkSafe, local government and consumer protection.
  • Department of Mines, Petroleum and Exploration manages resource/mining.
  • Department of Energy and Economic Diversification manages energy policy.

PROPERTY & COMMERCIAL

Five year review of the Strata Titles Act 1985 (WA)

• The WA Government is currently undertaking a five-year statutory review of the Strata Titles Act 1985 (WA) (STA) into the operation and effectiveness of the STA following major reforms on the STA in 2020.
• The three key themes of the review are:

1. improving cost controls in strata titles schemes;
2. enhancing strata living; and
3. strata manager practice standards.

• The review includes two public consultation periods – the phase one consultation having taken place in October 2024, with the timing of the phase two consultation to be announced (originally planned for the first half of 2025, now anticipated for early 2026).
• The phase two consultation will share potential strata law reforms for industry and community comment with the release of a phase two discussion paper.
• Further information on the review process, including the phase one discussion paper, is available here.

Changes to the Associations Incorporation Act 2015 (WA)

• On 23 August 2025 the Associations and Co-operative Legislation Amendment Act 2025 (WA) came into effect, introducing changes to the Associations Incorporation Act 2015 (WA) (AIA).
• Key amendments to the AIA include:

1. allowing associations to implement rules that are in addition to, but not inconsistent with, the requirements of the AIA;
2. allowing associations to hold, and vote at, meetings by electronic means;
3. restricting access to personal information contained in an association’s member register under certain circumstances (e.g. where disclosure of information has safety implications);
4. allowing associations to appoint an auditor for a fixed period (as opposed to the open-ended arrangements that may arise under the current provisions);
5. providing the Commissioner for Consumer Protection with the power to wind up an association (including discharging its debts and liabilities via payments from liquidators);
6. allowing for application of small business restructuring processes to associations as an alternative to winding up and administration provisions in the event of insolvency;
7. providing additional powers for the Commissioner to cancel an association’s incorporation (e.g. where it is in the public interest to do so); and
8. improving access to the State Administrative Tribunal for former members who wish to appeal their expulsion from an association.

• The majority of the new provisions and amendments to the AIA commenced on 23 August 2025. Provisions relating to name reservation and member register access (sections 5, 12 to 14, 26 and 28) will commence at a later date fixed by proclamation.

Amendments to the Retirement Villages Act 1992 (WA)

• The Retirement Villages Amendment Bill 2024 was passed on 5 November 2024 giving effect to the Retirement Villages Amendment Act 2024 (WA) (Amendment Act) which amends the Retirement Villages Act 1992 (WA) (RVA).
• Key changes to the RVA include:

1. new disclosure requirements to provide earlier, clearer disclosure to incoming residents of the type of tenure offered, availability of facilities and services, and the costs of entering, living and leaving a village;
2. establishment of a public database administered by the Department of Local Government, Industry Regulation and Safety (DLGIRS) to provide prospective residents with information about retirement living generally the capacity to compare the features of villages online;
3. new statutory time limit of 12 months after a resident’s departure from a village for payment of exit entitlements, with a requirement for buy-back of strata and community titled properties within 12 months of a resident’s departure;
4. capacity for a resident who enters aged care to request assistance from the retirement village operator with the cost of daily accommodation payments until such time as the former resident’s exit entitlement is paid;
5. clarification of the obligations of operators and residents to pay for capital works in a village;
6. new restrictions on the ability of operators to require a resident to contribute to the costs of reinstatement and renovation of a unit on departure from a retirement village, plus the requirement for preparation of a property condition report on commencement of occupation and on departure;
7. new processes for facilitating change and redevelopment of retirement villages to ensure that residents are consulted and their approval is sought; and
8. SAT to have the power to order the Registrar of Titles to amend a village memorial where an approved development proposal requires land to be excised from a village.

• The bulk of the material changes to the RVA are not yet in operation, pending the announcement of a proclamation day. In a number of instances, the Amendment Act refers to regulations that may prescribe information or obligations in relation to the new/amended provisions under the RVA (which are yet to come into effect). These new regulations are yet to be passed.
• DLGIRS is currently undertaking a consultation process in relation to the new regulations, which are currently expected to be passed in the first half of 2026. The new regulations will prescribe details and clarify what operators will need to do to comply with the amendments to the RVA.