{"id":"F2026L00337","name":"ASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2026/103","slug":"asic-corporations-unsolicited-offers-foreign-bids-instrument-2026-103","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107898,"registerId":"commonwealth-F2026L00337-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2026/103","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2026/103\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\nDate 23 March 2026\n\nAmanda Zeller\n\nContents\n\nPart 1—Preliminary 3\n\n1 Name of legislative instrument....................................3\n\n2 Commencement...............................................3\n\n3 Authority....................................................3\n\n4 Schedules....................................................3\n\n5 Simplified outline of this instrument...............................3\n\n6 Definitions...................................................3\n\nPart 2—Exemption 6\n\n7 Unsolicited offers under a foreign takeover bid or foreign compromise or arrangement 6\n\nPart 3—Repeal 7\n\n8 Repeal.......................................................7\n\nSchedule 1—Repeals 8\n\nASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2015/10708\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2026/103.\n\n2 Commencement\n\nThis instrument commences on the later of:\n\n(a) the day after it is registered on the Federal Register of Legislation; and\n\n(b) 1 April 2026.\n\n> Note: The register may be accessed at www.legislation.gov.au.\n\n3 Authority\n\nThis instrument is made under subsection 1020F(1) of the Corporations Act 2001.\n\n4 Schedules\n\nEach instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.\n\n5 Simplified outline of this instrument\n\nDivision 5A of Part 7.9 of the Act regulates unsolicited offers to purchase financial products. These offers generally require an offer document which includes, among other things, the market value of the financial product.\n\nThis instrument provides an exemption for unsolicited offers of securities that are made under foreign takeover bids or foreign compromises or arrangements regulated in certain foreign jurisdictions.\n\n6 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\neligible foreign country means any of the following:\n\n(a) Belgium;\n\n(b) Canada;\n\n(c) France;\n\n(d) Germany;\n\n(e) Hong Kong;\n\n(f) Italy;\n\n(g) Japan;\n\n(h) Malaysia;\n\n(i) The Netherlands;\n\n(j) New Zealand;\n\n(k) Norway;\n\n(l) Portugal;\n\n(m) Singapore;\n\n(n) South Africa;\n\n(o) Switzerland;\n\n(p) United Kingdom;\n\n(q) United States of America.\n\nforeign compromise or arrangement means a compromise, arrangement or statutory merger (however described) that is:\n\n(a) between a foreign company and its members or any class of them; and\n\n(b) regulated by or under a law or other rules however described that are in force or apply in or in a part of an eligible foreign country.\n\nforeign takeover bid means an arrangement which:\n\n(a) is regulated by or under a law or other rules however described that:\n\n(i) apply to the acquisition of control or potential control of a body or a substantial interest in a foreign company; and\n\n(ii) are in force or apply in or in a part of an eligible foreign country; and\n\n(b) involves an offer being made to purchase, or an invitation being made to a person to make an offer to sell, all or some of the securities held by:\n\n(i) all holders of securities in the foreign company in the same class; or\n\n(ii) all such holders other than the person making the offer or invitation (as applicable), that person and their associates or any other person to whom, under the relevant regulatory requirements of the eligible foreign country, the offer or invitation (as applicable) does not have to be made.\n\nrelevant regulatory requirements means:\n\n(a) for a foreign compromise or arrangement—the laws or rules referred to in paragraph (b) of the definition of foreign compromise or arrangement; and\n\n(b) for a foreign takeover bid—the laws or rules referred to in paragraph (a) of the definition of foreign takeover bid.\n\nunsolicited offer means each of the following:\n\n(a) an offer covered by section 1019D of the Act;\n\n(b) an invitation covered by section 1019F of the Act.\n\nPart 2—Exemption\n\n7 Unsolicited offers under a foreign takeover bid or foreign compromise or arrangement\n\nA person does not have to comply with Division 5A of Part 7.9 of the Act in relation to an unsolicited offer with respect to securities of a foreign company if the unsolicited offer is made under a foreign takeover bid or foreign compromise or arrangement which the person reasonably believes is made in accordance with the relevant regulatory requirements.\n\n  \n\nPart 3—Repeal\n\n8 Repeal\n\nThis instrument is repealed at the start of 1 April 2031.\n\n  \n\nSchedule 1—Repeals\n\nASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2015/1070\n\n1 The whole of the instrument\n\nRepeal the instrument.","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"This instrument maintains the same narrow scope as its 2015 predecessor. It continues to provide a targeted exemption for foreign takeover bids and corporate compromises from Division 5A of Part 7.9 of the Corporations Act. The list of eligible foreign countries has been updated (expanded from the 2015 version which had fewer jurisdictions), but this is a routine refresh rather than a scope expansion. The fundamental purpose — preventing regulatory overlap in cross-border takeovers — remains unchanged."},"complexity_factors":["Short length (8 sections plus schedule)","Straightforward single-purpose exemption structure","Limited cross-referencing (only references Division 5A of Part 7.9 of the Corporations Act 2001 and the repealed 2015 instrument)","17 defined terms in section 6, but most are simple lists (eligible foreign countries) or standard legislative definitions","Single operative provision (section 7) with one conditional exemption","No nested exceptions or complex conditional logic — the exemption applies if the offer is under a foreign takeover bid/compromise AND the person reasonably believes they're following foreign rules","Automatic sunset clause (repeal date) in section 8 provides certainty without complex machinery"],"plain_english_summary":"This instrument exempts certain unsolicited takeover offers concerning foreign companies from Australian unsolicited-offer documentation rules when the offer forms part of a regulated foreign takeover or corporate restructuring in approved jurisdictions and the bidder reasonably relies on that foreign regime. It mainly affects Australian shareholders in foreign-listed companies, foreign bidders and target firms, and aims to avoid duplicative regulation. It replaces a 2015 instrument and expires in 2031 unless renewed."},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"This instrument repeals ASIC Corporations (Unsolicited Offers—Foreign Bids) Instrument 2015/1070 (Schedule 1) and replaces it with a time‑limited exemption tied to a specified list of eligible foreign countries (s6), a 'reasonable belief' compliance test for reliance on foreign regulatory requirements (s7), and explicit commencement and expiry dates (s2, s8). The effect is an updated, jurisdiction‑specific and time‑bounded scope for the exemption."},"complexity_factors":["Cross‑border interaction with Division 5A of the Corporations Act (s7) — requires mapping domestic disclosure rules to foreign processes.","Fixed list of 18 ‘eligible foreign countries’ (s6) — jurisdictional scope is explicit but multi‑jurisdictional.","Subjective 'reasonably believes' standard for compliance with foreign regulatory requirements (s7) — creates evidential and enforcement uncertainty.","Reliance on foreign regulatory regimes and their varying thresholds and exemptions (definitions of foreign takeover bid/foreign compromise or arrangement, relevant regulatory requirements).","Temporal limits: commencement rules (s2) and automatic repeal/sunset (s8) — introduces time‑bounded legal certainty and renewal risk.","Repeal of the 2015 instrument (Schedule 1) — potential transitional or interpretive issues if prior practice differs."],"plain_english_summary":"This instrument creates a limited exemption: people do not have to follow Division 5A of the Corporations Act for unsolicited offers in relation to securities of a foreign company when those offers are made under a foreign takeover bid or foreign compromise/arrangement and the person reasonably believes the foreign process meets its local regulatory rules (s7; definitions s6). It affects offerors, intermediaries and target holders in cross‑border bids, shifts the disclosure/compliance expectation to the foreign regime, starts after registration or 1 April 2026 (s2) and ends 1 April 2031 (s8)."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-unsolicited-offers-foreign-bids-instrument-2026-103","history":"/api/acts/asic-corporations-unsolicited-offers-foreign-bids-instrument-2026-103/history","analysis":"/api/acts/asic-corporations-unsolicited-offers-foreign-bids-instrument-2026-103/analysis","conflicts":"/api/acts/asic-corporations-unsolicited-offers-foreign-bids-instrument-2026-103/conflicts","importantCases":"/api/acts/asic-corporations-unsolicited-offers-foreign-bids-instrument-2026-103/important-cases","documents":"/api/acts/asic-corporations-unsolicited-offers-foreign-bids-instrument-2026-103/documents"}}