PRACTICE POINTS

ASX mulls merger rules

• James Hardie’s $8.75bn cash and scrip acquisition of Azek will dilute shareholders by 35%—but no shareholder vote is required under current ASX rules, thanks to a waiver treating the US merger like a local scheme. The backlash has prompted ASX to review whether large scrip deals should trigger mandatory shareholder approval, aligning more closely with the US 20% rule (which would have caught this deal). HSF is betting on a formal consultation process, with the issue raising a broader question of how best to balance board discretion with shareholder rights. They recommend that boards carefully assess whether voluntary shareholder approval is appropriate for transformative deals, particularly in an era of heightened investor scrutiny and activism (even when approval is not legally required).

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• AUSTRAC just dropped the second draft of its anti-money laundering / counter-terrorism financing rules, with consultation open until 27 June. While ED2 doesn’t give reporting entities everything on their wish list, there are some solid wins. KWM says there's enough certainty in the new regime that entities should start updating systems and processes ahead of commencement on 31 March 2026 (for existing entities) and 1 July 2026 (for Tranche 2 entities). Key changes? No need to collect a customer’s place of birth, and delayed verification is now permitted for any designated service, not just opening accounts and certain market transactions: Hall & Wilcox, KWM

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• ASIC is keen to keep an eye on your clients’ numbers. ASIC’s 2025–26 hit list for financial reporting is out, and it’s all about judgment calls. Prep your reports with care—revenue recognition, asset values and provision estimates are in the spotlight, especially with market volatility still a thing. Auditors, expect closer scrutiny too. ASIC's upping its audit file reviews, with targeted and random picks on the cards. It’s also focusing on sustainability reporting and conflicts of interest with auditors. Watch out is the message: ASIC

WORD ON THE STREET

Global firms flood Saudi

• Bird & Bird is joining the rush to Saudi Arabia, opening its 34th office in Riyadh as part of a push towards €1bn in revenue. The kingdom’s Vision 2030 plan has unlocked $1.3trn in projects. And with rule changes allowing foreign firms to go solo, global players like Clifford Chance, CMS and Addleshaws have piled in. Bird’s betting on tech, IP and corp work to stake its claim: Global Legal Post

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• Ex-McKinsey partner Martin Elling has been jailed for six months after deleting files tied to the firm’s role in boosting OxyContin sales during the US opioid crisis. As lawsuits mounted in 2018, Elling emailed a colleague suggesting they wipe records—then did just that. McKinsey’s now paid $1.5bn+ in fines over its work with Purdue Pharma, the maker of Oxy: AFR

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• DLA Piper tips an M&A resurge. Partners Jyoti Singh and David Holland say the post-election policy clarity is fuelling a renewed M&A boom, with energy transition, infrastructure and defence tech leading the charge. Cashed-up funds from Singapore, the US Midwest and beyond are hunting deals, lured by a weaker Aussie dollar and stable outlook: Capital Brief

TALKING POINTS

Pay rise ruling

• Fair work's minimum wage decision this year is a litmus test for the post-COVID economy. The ACTU wants a 4.5% bump to restore buying power after years of real wage cuts. Meanwhile, employer groups argue that productivity is near record lows and wage growth needs to cool. With inflation back at 2.4%, the Commission must now balance fair pay with economic risk, and its decision could shape wage norms for years: AFR

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• The Libs and Nats have reached an in-principle agreement to reunite, ending the week-long bust-up. The deal includes lifting the nuclear ban and tougher rules on big retailers, but some Libs say the Nats are setting a shaky precedent. Even Turnbull weighed in, accusing the Nats of “holding a gun to the Liberal Party’s head.” Ley’s new frontbench lands next week: Guardian

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• And yes, that was a real US aircraft carrier in the trailer for the latest Mission: Impossible flick. Tom Cruise scored three days aboard the USS George H.W. Bush, thanks to the US Navy and Air Force. The blockbuster was shot in the Adriatic Sea—and while Ethan Hunt’s saving the world (for what, the 8^th time now?), Paramount’s banking on Cruise saving the box office: Bloomberg

THE TREASURY

DEAL ROOM

OnlyFans eyes $8bn sale

• OnlyFans: owner Leonid Radvinsky is in talks to sell the platform for US$8bn to a group led by Forest Road Co. The site pulled in US$6.6bn gross revenue in FY23 and paid creators US$5.3bn, but Radvinsky’s reportedly facing buyer hesitation over its adult content base: Variety

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• WiseTech: has locked in $4.7bn in financing from a nine-bank syndicate to fund its $4bn takeover of US supply chain software firm e2open—its biggest deal yet. The move expands WiseTech’s reach into planning, procurement and compliance, but comes as founder Richard White’s board return stirs governance backlash: AFR

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• DAZN: closed its Foxtel buyout in April for $1.8bn—but banks including BofA, Citi, CBA, Goldman and Westpac are reportedly stuck holding the debt. The lenders underwrote the loan pre-deal but have struggled to offload it since, highlighting tougher conditions in the syndicated loan market: Bloomberg

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• a2 Milk: is prepping a $350m+ NZ play, with sources tipping it’s after Synlait Milk to tighten its grip on China-label infant formula. The $6.4bn ASX-listed company is already Synlait’s biggest customer and a 20% holder, and wants deeper supply chain control. A deal could land within months as Synlait remains weighed down by debt: The Australian

SECTOR SPECIFIC

Staff unionise at Canva, Atlassian

🚜 DIGGERS

• Mongolia has accused Rio Tinto of political bribery tied to its $8.5bn Oyu Tolgoi copper mine, filing a secret lawsuit in the UK High Court. It's accused the company of funnelling millions in “illegitimate personal gains” to former politicians. The UK lawsuit aims to force Rio to hand over 48 key documents, including corruption probe files. Rio denies all wrongdoing: AFR

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• WA’s resources sector clocked record job growth in 2024, backed by $223bn in resource sector sales. Over 135k full-time roles were added, with ~4k in the exploration section and ~8k in the petroleum industry. Iron ore led the sales pack at $128bn, while gold hit a new high at $24bn. Lithium and nickel dipped, but exploration stayed strong at $2.5bn. The state’s project pipeline now totals $48bn and counting: Australian Mining

🏦 FIN

• Westpac has poached CBA’s data boss Andrew McMullan, who’ll now lead AI and digital under new CEO Anthony Miller’s aggressive tech shake-up. Matt Comyn quipped he’s the only one who hasn’t been approached yet. As APRA warns banks to lift their succession game, Comyn’s left reshuffling while Miller keeps raiding: Capital Brief

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• Deloitte has been hired by banks, supermarkets and Armaguard to create a utility-style pricing model for cash delivery, treating it like an essential service. With $6bn moved weekly, Armaguard’s bleeding $1m a week. A new model could unlock extra funding and even reshape the system into a public-private utility: AFR

🏠 RETAIL & REAL ESTATE

• Mecca is under ASIC’s microscope for missing its 2023 and 2024 financial reports. The beauty giant last posted results in Nov 2023, but it should’ve filed within four months of year-end. ASIC fined 12 companies $414k for similar breaches last year. Mecca says its books are “coming soon”: The Australian

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• Tabcorp’s new boss Gillon McLachlan wants to stop paying pubs daily commissions for hosting PubTABs, ditching sign-up and deposit fees too. In return? A $20m investment in new in-venue tech, flashy betting areas and punter promos—what McLachlan calls the “biggest retail upgrade” in Tabcorp’s history. The AHA’s not convinced, warning rural pubs could be left high and dry: AFR

📱 TECH & STARTUP

• AI anxiety is driving Canva and Atlassian staff into the arms of tech union Professionals Australia, with more than 100 new members joining since December. Staff fear job cuts as AI tools spread across both companies. Canva’s performance reviews now include AI use, while Atlassian denies measuring adoption: AFR

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• Law firms' favoured HR platform, Workday, is in the spotlight for AI discrimination. The San Fran-based platform is being sued by a rejected jobseeker who claims its AI hiring tools discriminated against him based on race and age on over 100 job applications. Now, millions of over-40s can join the class action. Workday moved to have the lawsuit dismissed, but the US District Court judge allowed the claim to proceed: Lawyers Weekly