Provided by ASX
The Australian Securities Exchange (ASX) has opened a public consultation on shareholder approval requirements for certain corporate transactions. This review seeks input from all stakeholders on potential changes to the Listing Rules.
Announced on 20 October 2025, the consultation focuses on rules that apply to dilutive acquisitions and changes in admission status for dual-listed entities. These rules govern when shareholder approval is required for significant transactions, and the review aims to ensure they remain fit for purpose in a dynamic market environment.
Why this matters
Shareholder approval requirements help ensure that securityholders have a say in major decisions that could affect their interests, such as substantial changes to a company’s structure or operations. At the same time, the rules need to allow listed entities to raise capital and execute transactions efficiently.
ASX CEO Helen Lofthouse said the consultation is an opportunity to strike the right balance.
“Ultimately any changes to the Listing Rules must strike the right balance for all market participants, from the interests of an entity being able to raise capital flexibly to the interests of its securityholders not being unfairly diluted.”
Key areas under review
The consultation paper focuses on four areas:
- Issuing shares during regulated takeovers or mergers
- Dual-listed companies seeking to change to ASX Foreign Exempt Listing status
- Proposals for dual-listed companies to delist from ASX
- Significant changes to the nature or scale of a listed company’s activities.
The paper also includes comparative analysis with overseas exchanges and data on the frequency and nature of transactions that could be affected. For example, in the past five years, only 5% of relevant dilutive transactions were regulated takeovers or mergers that might have qualified for exceptions from a shareholder vote.
ASX is also considering whether different rules should apply to smaller companies, acknowledging the diversity of more than 2,000 entities listed on the exchange.
Next steps
The consultation is open until 5:00pm on Monday, 15 December 2025. ASX encourages all interested parties—including brokers, advisers, listed entities, and investors—to review the full paper and consider making a submission. The paper is available on the ASX website.
ASX will publish a summary of feedback and its proposed next steps in the first half of 2026. Any changes to the Listing Rules will be subject to further consultation before implementation.
How to participate
- Read the consultation paper on the ASX website
- Submit feedback by the deadline
- Stay informed about updates and future announcements
