The Brief:
Federal Court throws out every claim ASIC brought against Nuix and its five directors, in a clean sweep for the listed software company.
MinterEllison acts for ASIC. Gilbert + Tobin, Corrs, Jones Day and others hold the line for Nuix and its directors.
ASIC is back to square one.
On 23 April 2026, Justice Goodman handed down his judgment in ASIC v Nuix, dismissing every allegation the regulator brought against the listed software company and all five of its director defendants.
The background
Nuix listed on the ASX in December 2020 in one of that year’s most anticipated tech IPOs, off the back of a prospectus forecasting $193.5m in FY21 revenue. Four months later, it downgraded. The share price dropped 15%. ASIC came calling.
ASIC’s case had several limbs.
First, that Nuix held back a half-year result it was obliged to disclose.
Second, that the company’s re-affirmations of its prospectus forecasts in February and March 2021 lacked reasonable grounds.
Third, that Nuix delayed releasing a revised internal forecast of roughly $184m while executives focused on “crafting the message” rather than getting information to the market.
The directors were alleged to have breached their duties by letting it all happen.
The case dragged on for years before finally landing before Justice Goodman. He wasn’t convinced.
The findings
On the forecasts, Justice Goodman accepted Nuix’s process was sound. The process involved iterative bottom-up calls with regional sales heads, cross-checks against Salesforce pipeline data, historical conversion rates and a separate top-down verification. That was enough to establish reasonable grounds for the representations made to the market.
On timing, the Court rejected ASIC’s “crafting the message” argument outright. The 12 days between Nuix first learning its forecasts wouldn’t be met and its public downgrade were spent stress-testing and refining figures. It was about getting the numbers right. Not spinning them. There’s a difference.
On materiality, the revised internal figure represented a 4.7% variance from the IPO prospectus forecast. The Court reaffirmed that variations of 5% or less are immaterial. Not enough to trigger disclosure.
On internal documents, the Court found that drafts clearly marked “DRAFT” and carrying preliminary figures were exempt from immediate disclosure.
With every company contravention dismissed, the case against the directors collapsed entirely.
Who’s acting
ASIC was represented by MinterEllison, with Jeremy Giles SC, Justin Hewitt SC and Bernice Ng appearing as counsel.
Nuix turned to Gilbert + Tobin, briefing Matthew Darke SC and Jerome Entwisle to defend the company.
The five directors split across four firms.
Corrs Chambers Westgarth acted for former CEO Vawdrey, briefing David Thomas SC and Madeleine Ellicott.
Jones Day represented directors Bleich and Lobban, with Noel Hutley SC and Alice Zheng appearing.
MBC Lawyers acted for Philips, briefing Patrick Knowles SC and Elizabeth Steer.
Horton Rhodes represented Thomas, with Declan Roche SC and Kellie Dyon in court.
What’s next
ASIC has 28 days to appeal. Outgoing chair Joe Longo said the regulator would “consider the judgment carefully,” adding that “continuous disclosure is a cornerstone of effective capital markets.”
But Nuix isn’t clear yet. A shareholder class action, jointly run by Shine Lawyers and Phi Finney McDonald, hits court on 3 August 2026 for an eight-week hearing.