World Corporate Law News provides a weekly snapshot of corporate law developments from around the globe. Here’s a glimpse of the key corporate law update this week.
1. Securities Law
1.1 The Australian Securities and Investments Commission (ASIC) issues updated guidance for managed investment schemes
On June 30, 2025, ASIC has updated two regulatory guides (RGs) relevant to managed investment schemes:
- Regulatory Guide 132 Funds management: Compliance and oversight (RG 132), and
- Regulatory Guide 136 Funds management: Discretionary powers (RG 136).
These RGs were changed in minor and technical respects only and do not change legal requirements or impose additional regulatory burdens. The changes are focused on reflecting consequential changes to the law and legislative relief granted by ASIC since these RGs were last updated.
ASIC did not consult externally on the changes as they are consequential and administrative in nature.
Background
RG 132 provides guidance on the compliance and oversight obligations that responsible entities of registered managed investment schemes and operators of other collective investment schemes must meet under the Corporations Act 2001 (the Corporations Act) and other legal obligations.
Further, RG 132 was updated to replace references to Australian Standard AS ISO 19600: 2015 Compliance management systems – Guidelines with Australian Standard AS ISO 37301:2023 Compliance management systems – Requirements with guidance for use. The 2023 version of the standard guides the features required for an effective compliance management system and contains substantially the exact requirements as the 2015 standard. RG 132 was also updated to reflect some minor changes to the text of the 2015 standard. Also, RG 132 was last substantively updated in June 2022.
Whereas RG 136 provides guidance on ASIC’s approach to exercising its exemption and modification powers to grant individual relief from requirements under the Corporations Act for managed investment schemes, including when we are likely to do so in situations in which the circumstances under which we will consider managed investment schemes to be closely related, as well as the criteria for determining when managed investment schemes are closely related, thereby determining whether they should be aggregated.
Further, RG 136 was updated to reflect the introduction of provisions in the Corporations Act that permit meetings of scheme members to be held as virtual-only meetings or as hybrid meetings. These additional options are relevant to determining whether relief should be granted from the requirement to hold a scheme meeting. For example, common considerations include the costs and inconvenience of convening and having a physical meeting. However, the new alternative meeting formats are more cost-efficient and convenient in comparison, and relief may no longer be appropriate if schemes can utilise these other meeting options. RG 136 was last substantively updated in July 2018.
Source: Official Guidance
1.2 Canadian securities regulators propose prohibiting the use of chargebacks in the distribution of investment funds
On June 26, 2025, the Canadian Securities Administrators (CSA) published proposed amendments for a 90-day comment period, which would prohibit the use of chargebacks in the distribution of investment funds offered by prospectus.
Dealers or dealing representatives sometimes receive an upfront commission or payment when their client purchases securities. Chargebacks occur when clients redeem their securities before the scheduled redemption date, and the dealing representative is required to refund all or part of the upfront commission or payment.
The CSA is concerned that the use of chargebacks poses a significant conflict of interest, as they may incentivise advisors to prioritise their financial interests over those of their clients.
“Prohibiting the use of chargebacks in the distribution of investment fund securities can further align investment advice with a client’s best interest,” said Stan Magidson, CSA Chair and Chair and CEO of the Alberta Securities Commission. “The proposed amendments prioritise investor protection and foster fairer compensation practices.”
The proposed amendments are in alignment with the 2025-2028 CSA Business Plan. Under the Business Plan, the CSA will propose and enact regulatory amendments, or other regulations, to ban chargebacks in the distribution of investment fund securities, not solely mutual funds, to improve investor protection and maintain investor confidence in Canadian capital markets. The comment period closes on September 24, 2025.
Source: Official News
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