ASIC Market Integrity Rules (IMB Market) 2010

The Rules rely on a small set of core concepts and mechanisms that determine legal incidence and administrative discretion.

• Attribution of agent conduct and attribution of state of mind. Rule 1.1.6 treats conduct by an officer, employee or agent, and conduct by others at the direction or with consent of such persons, as conduct of the principal. Rule 1.1.7 extends attribution to mental states: to prove the state of mind of a person it is sufficient to show the state of mind of the officer, employee or agent who engaged in the conduct, whether or not the conduct was within the scope of actual or apparent authority. The state of mind includes knowledge, intention, opinion, belief, purpose, and reasons for those states (Rule 1.1.7(2)).

• ASIC’s waiver power and conditional relief. ASIC has express delegated rule-making power to relieve persons or classes from compliance with a provision of the Rules, by legislative instrument, either generally or in particular cases, and subject to conditions (Rule 1.2.1(1)-(3)). Conditions attached to a waiver must be complied with for the waiver to be effective (Rule 1.2.1(2)). ASIC may withdraw a waiver at any time by legislative instrument (Rule 1.2.1(3)). ASIC may also specify the duration of relief (Rule 1.2.3).

• Register and transparency. ASIC may create and publish a register recording relief details including date, party, provision, reasons, and conditions (Rule 1.2.4(1)-(2)). The instrument notes the Federal Register of Legislation as the repository for legislative instruments made under Rule 1.2.1.

• Procedural review route. The Rules permit review to the Administrative Review Tribunal of particular ASIC decisions under subrules 1.2.1(1) and 1.2.1(3) (Rule 1.1.8(1)). Review rights are limited in scope to either the Market Participant that applied for the waiver or the person in respect of which the application was made (Rule 1.1.8(2)). The Rules adopt the definitions of decision and Tribunal from the Administrative Review Tribunal Act 2024 (Rule 1.1.8(3)). ASIC must reasonably notify persons who may apply for review that a reviewable decision has been made and that they have the right to apply (Rule 1.1.9(2)), though failure to notify does not invalidate the decision (Rule 1.1.9(3)).

• Conduct obligations and market integrity standards. The Rules state that Market Participants must act honestly and fairly at all times when trading in the Market (Rule 2.1.1). Rule 2.2.1 disaggregates conduct obligations into three concrete prohibitions: creating an unfair or disorderly market; taking advantage of market breakdowns, malfunctions or errors in trade confirmations; and any other conduct a reasonable person would regard as inconsistent with just and equitable principles in the transaction of business.

• Defined institutional baseline. The Rules specify core defined terms that determine the scope of application, including ASIC; Corporations Act 2001 as a reference point; IMB Ltd as the Market Operator and the subject of the Market; Market Operating Rules; Market Participant; Other Regulated Entities as prescribed by regulations under a specific Corporations Act paragraph; and Share meaning an ordinary share in IMB (Rule 1.3.1).

These main concepts establish legal attribution, a limited administrative review path, discretionary relief powers for ASIC, and core behavioural standards for participants. The allocation of decision-making and the breadth of attribution are key conceptual levers: attribution can broaden the base of liability to include principals for agent conduct and mental states, while ASIC’s power to grant and withdraw waivers concentrates regulatory discretion in a single agency subject to limited procedural checks.

The Rules identify several categories of persons and entities affected by their provisions, and indirectly identify roles that must implement compliance practices.

• Market Participants. Defined as participants admitted under the Market Operating Rules, Market Participants are the primary class on whom behavioural obligations are imposed. Rules 2.1.1 and 2.2.1 place duties on Market Participants when trading in the Market, requiring honesty and fairness and prohibiting conduct that undermines market fairness, orderliness, and just and equitable principles.

• Officers, employees and agents. By virtue of the attribution rules, the acts and mental states of officers, employees and other agents are treated as acts and mental states of the person for whom they act (Rules 1.1.6 and 1.1.7). This extends legal consequence to principals for conduct of their personnel or agents whether or not that conduct was within scope of actual or apparent authority.

• Persons who direct or consent to conduct. Conduct by any other person at the direction or with the consent or agreement (express or implied) of an officer, employee or other agent is deemed conduct by the person (Rule 1.1.6). This formulation reaches indirect arrangements where third parties act pursuant to the direction or consent of an agent.

• Market Operator and IMB. IMB Ltd is named as the Market Operator and the Market Operator is defined as IMB (Rule 1.3.1). The Market and Market Operating Rules are also tied to IMB, and the Market is identified as the market operated under the Australian Market Licence (IMB Ltd) 2005 (Rule 1.3.1).

• Other Regulated Entities. The definition includes entities prescribed by regulations made for the purposes of paragraph 798H(1)(c) of the Corporations Act that must comply with these Rules (Rule 1.3.1). The identity of these entities depends on regulations made under the Corporations Act; they are not itemised in the supplied text.

• Applicants for waivers and persons in respect of whom waiver applications are made. Rule 1.1.8(2) confines review standing to the Market Participant who made the application for a waiver under Rule 1.2.1, or the person in respect of which the application was made. Therefore, both applicants and named beneficiaries of waiver applications have potential review rights.

• ASIC as decision-maker and registrar. ASIC is the administrative actor with power to grant, impose conditions on, withdraw and specify the duration of waivers by legislative instrument, to establish, maintain and publish a register of reliefs, and to give notice of review rights (Rules 1.2.1, 1.2.3, 1.2.4, 1.1.9).

• Persons affected by breakdowns, malfunctions and errors. Rule 2.2.1(2) targets conduct that takes advantage of market breakdowns, malfunctions or errors in confirmations. This affects both the party that might be tempted to exploit such events and counterparties and clients whose interests may be prejudiced by such exploitation.

• Users of the Federal Register of Legislation. The Rules note that legislative instruments under Rule 1.2.1 are available on the Federal Register of Legislation; this affects market participants and other stakeholders seeking public records of ASIC waivers (Rule 1.2.1 note).

Who pays and who decides. Market Participants and their principals bear the behavioural compliance obligations and bear legal consequence for agent conduct and mental states. ASIC decides whether to grant relief, its scope and conditions, and whether to withdraw relief. The Administrative Review Tribunal can hear specified reviews but standing is limited.

Practical implication: firms must ensure their officers, employees and agents act within required standards, and document waiver requests in writing if relying on ASIC relief (Rule 1.2.1(4)). Firms should monitor the ASIC register for published reliefs (Rule 1.2.4(2)), and be aware that waivers may be conditional and subject to withdrawal (Rules 1.2.1(2)-(3)).

This section sets out, with references to the instrument text, the principal duties that Market Participants,and related parties,must observe, and the rights the instrument confers.

Duties

• Honest and fair trading. Market Participants must act honestly and fairly at all times when trading in the Market (Rule 2.1.1). This is framed as an ongoing overarching duty that applies during trading activity.

• Preserve fair and orderly market. A Market Participant must not do anything which results in the Market not being both fair and orderly (Rule 2.2.1(1)). This is a prophylactic prohibition aimed at conduct that would disrupt the market’s fairness or order.

• Do not exploit malfunctions or errors. A Market Participant must not take advantage of any situation arising as a result of a breakdown or malfunction in the Market or any error in a confirmation of trade sent to the Market Participant (Rule 2.2.1(2)). The rule applies whether the advantage is taken opportunistically during market dysfunction or following an erroneous confirmation.

• Conform with just and equitable principles. Market Participants must not do anything in relation to the Market which a reasonable person may regard as inconsistent with just and equitable principles in the transaction of business (Rule 2.2.1(3)). This introduces an objective standard of "reasonable person" assessment for conduct outside the two specified categories.

• Compliance with waiver conditions. Where ASIC grants relief subject to conditions, all conditions must be complied with for the waiver to be effective; failure to comply with a condition is itself a contravention of the Rule (Rule 1.2.1(2); Rule 1.2.2). Therefore persons relying on waivers are under a continuing duty to comply with the conditions attached.

• Written requests for waivers. Any request for a waiver must be in writing (Rule 1.2.1(4)). This imposes a formal procedural duty on applicants.

Rights

• Right to seek waiver. A person or class of persons may request and be granted relief by ASIC from obligations in the Rules, by legislative instrument; relief can be unconditional, conditional, general or limited to particular cases (Rule 1.2.1(1)).

• Right to administrative review in a narrow class of cases. If ASIC makes a decision under subrule 1.2.1(1) or subrule 1.2.1(3), applications for review may be made to the Administrative Review Tribunal by the Market Participant that made the waiver application or by the person in respect of which the application was made (Rule 1.1.8(1)-(2)). The Tribunal and decision are those defined in the Administrative Review Tribunal Act 2024 (Rule 1.1.8(3)).

• Right to notice of review rights. ASIC must take reasonable steps to notify each person who may make an application for review of the making of the decision and of their review rights, in writing or otherwise (Rule 1.1.9(2)). However, the Rules clarify that failure to notify does not affect the decision’s validity (Rule 1.1.9(3)).

• Right to register and public disclosure of reliefs. ASIC may establish and publish a register recording details of relief granted under Rule 1.2.1 (Rule 1.2.4(1)-(2)). This creates a transparency mechanism that rights-holders and third parties can use to identify existing reliefs.

Decision and discretion

• ASIC discretion in granting and withdrawing relief. ASIC has broad discretion to relieve persons from obligations by legislative instrument, impose conditions, and withdraw waivers at any time (Rule 1.2.1(1)-(3)). ASIC may also set the period during which relief applies (Rule 1.2.3).

• Legislative instrument requirement. Waivers and withdrawals are to be effected by legislative instrument (Rule 1.2.1(1) and (3)), which may have consequences for publication, parliamentary oversight or registers, as indicated by the Note referencing the Federal Register of Legislation.

Operational impact of duties and rights

• Agents and principals must treat the Rules as binding on both direct agents and persons acting with agents’ direction or consent (Rule 1.1.6). The state-of-mind attribution rule (Rule 1.1.7) raises the evidential and operational duty to manage employees’ and agents’ knowledge and intent through policies, training, supervision and record-keeping.

• Entities seeking relief must prepare written applications, be prepared to accept conditions, and ensure compliance with those conditions to preserve relief (Rule 1.2.1(4); Rule 1.2.2). Market Participants must track ASIC registers and be prepared for relief to be specified for a period or withdrawn (Rules 1.2.3-1.2.4).

• The reasonable person test in Rule 2.2.1(3) means conduct assessment may involve external standards of fairness and commercial practice rather than only literal breaches; Market Participants face an obligation to foresee how conduct will be perceived by an objective observer.

In sum, the Rules place primary behavioural duties on Market Participants, extend those duties to acts and mental states of agents, and give regulated entities administrative rights to seek relief, subject to ASIC’s discretion and limited review avenues.

The provided instrument sets out enforcement levers and procedural remedies in a narrow way. It does not, in the supplied text, enumerate a detailed enforcement regime involving specified pecuniary penalties, licence suspensions or criminal sanctions. The enforcement-related mechanisms contained in the text are the following.

• Contravention as a rule consequence. The Rules declare that failure to comply with a condition attached to a waiver under Rule 1.2.1 constitutes a contravention of the Rule (Rule 1.2.2). The text does not specify the legal consequences that follow from a contravention beyond labelling the conduct as a contravention.

• ASIC control of relief. ASIC’s power to grant, condition, specify the duration of, and withdraw waivers is an administrative enforcement tool in itself. ASIC may withdraw relief at any time by legislative instrument (Rule 1.2.1(3)). Withdrawal may expose a person to full compliance obligations with immediate effect or to subsequent enforcement processes, although those downstream consequences are not detailed in the supplied Rules.

• Administrative review. Affected parties have a specified right to apply to the Administrative Review Tribunal to review certain ASIC decisions to grant or withdraw waivers under subrules 1.2.1(1) and 1.2.1(3) (Rule 1.1.8(1)). Standing is limited to the Market Participant that sought relief and the person in respect of which the application was made (Rule 1.1.8(2)). This offers a procedural check on ASIC’s exercise of discretion, though it is restricted in scope.

• Notice obligations. ASIC must take reasonable steps to notify persons who may apply for review of the decision and their right to review (Rule 1.1.9(2)). The Rules explicitly state that failure to comply with this notice requirement does not affect the validity of the decision (Rule 1.1.9(3)). This limits notice as an enforcement or procedural protection, in that failure to notify is not a ground to invalidate ASIC’s decision under these Rules.

What is not specified in the supplied text

• No specified penalty scales. The instrument as provided does not set out monetary penalty amounts, civil pecuniary penalty provisions, criminal offences, or administrative fines. It also does not specify remedial processes such as suspension of trading privileges, restitution, injunctions, or enforceable undertakings. The only labelled contravention is for failure to comply with conditions attached to waivers (Rule 1.2.2).

• No enforcement process or agency powers detailed. The Rules do not in the supplied text describe investigative powers, enforcement procedures, timelines for enforcement, or appeal rights beyond the narrow Administrative Review Tribunal pathway for certain waiver decisions.

• No enforcement hierarchy with other laws. While the Rules reference the Corporations Act and the Administrative Review Tribunal Act 2024 for definitions and contextual cross-references (Rule 1.3.1; Rule 1.1.8(3)), the instrument does not set out how contraventions under these Rules translate into enforcement under those Acts within the supplied text.

Practical enforcement implications

• The primary immediate enforcement tools found in the text are ASIC’s ability to condition and withdraw waivers, and the contravention label for non-compliance with waiver conditions (Rules 1.2.1(2)-(3); Rule 1.2.2). Entities should plan compliance on the basis that waivers can be ephemeral and conditional, and that contraventions may be recorded or actionable under unspecified follow-on processes.

• The limited Administrative Review Tribunal route (Rule 1.1.8) provides a constrained remedy for persons contesting ASIC’s waiver decisions, but the supply of evidence, remedies available and timelines are governed by the Administrative Review Tribunal Act 2024, which the Rules adopt for terms "decision" and "Tribunal" (Rule 1.1.8(3)). Parties should therefore prepare for a procedural review rather than an automatic substantive reversal.

• ASIC’s notice obligation does not create an operable veto on decisions where notification is not issued, since the decision’s validity is preserved despite defective notice (Rule 1.1.9(3)). This reduces procedural leverage on appeal based on notice lapses under the Rules themselves.

In short, the instrument centralises administrative control over waivers and sets behavioural standards for Market Participants, but within the supplied text it does not map out an explicit sanctions regime beyond contravention labelling and administrative relief withdrawal. Parties should therefore assess enforcement risk by reference to ASIC’s discrete powers in the instrument and any enforcement framework in linked statutes, including the Corporations Act and Administrative Review Tribunal Act 2024.

The Rules expressly reference and integrate with other statutory instruments and regulatory frameworks in limited, specific ways; they do not fully restate external regimes. The supplied text signals interaction points and procedural links.

• Corporations Act linkage. The Rules define "Corporations Act" as the Corporations Act 2001 (Cth) (Rule 1.3.1). They also reference Operating Rules with the meaning given by section 761A of the Corporations Act (Rule 1.3.1). The definition of "Other Regulated Entities" depends on regulations made for the purposes of paragraph 798H(1)(c) of the Corporations Act (Rule 1.3.1). These references anchor the Rules in the broader Corporations Act framework, and mean that the identity of certain regulated entities and the concept of Operating Rules are governed by the Corporations Act definitions and related regulatory instruments.

• Administrative Review Tribunal Act 2024. Rule 1.1.8(3) adopts the meanings of "decision" and "Tribunal" from the Administrative Review Tribunal Act 2024. This links the Rules’ review pathway to the procedures and jurisdictional rules set out in that Act. The Rules permit review to the Tribunal of ASIC decisions under specified subrules of Rule 1.2.1, but do not restate the Tribunal’s procedural rules; those are supplied by the Administrative Review Tribunal Act 2024.

• Federal Register of Legislation. The instrument notes that legislative instruments made under Rule 1.2.1 are available on the Federal Register of Legislation and gives its URL as the access point (Rule 1.2.1 note). This is an administrative interaction point, providing a publication channel for ASIC’s legislative instruments and a reference for stakeholders to consult enacted waivers and withdrawals.

• IMB and the Australian Market Licence. The Market is defined as the market operated by the Market Operator under the Australian Market Licence (IMB Ltd) 2005 (Rule 1.3.1). That identifies a pre-existing licence instrument and situates these Rules in the context of that market licence, implying that the Market Operating Rules and IMB’s market licence are relevant to interpreting scope and application.

• Unspecified cross-enforcement. While the Rules reference the Corporations Act and the Administrative Review Tribunal Act 2024 for definitions and review mechanisms, the supplied text does not specify how contraventions of these Rules interact with enforcement powers under the Corporations Act or other statutes. The absence of express cross-reference in the supplied text does not exclude such interactions, but those consequences are not articulated in these Rules themselves.

Practical consequences of these interactions

• Determination of scope and regulated entities will depend on how the Corporations Act and its regulations define Operating Rules and Other Regulated Entities. Market Participants therefore need to map their status under the Corporations Act to determine whether and how these Rules apply (Rule 1.3.1).

• Review procedure and remedies for decisions under Rule 1.2.1 are governed by the Administrative Review Tribunal Act 2024, so practitioners must consult that Act for procedural timelines, forms of relief, standing nuances and any exclusionary provisions (Rule 1.1.8(3)).

• Legislative instruments and waivers under Rule 1.2.1 being published on the Federal Register of Legislation creates a public record and may interact with procedural or disclosure obligations in other instruments. Market Participants should monitor the register for changes to relief status (Rule 1.2.1 note; Rule 1.2.4(2)).

• The Rules’ references to IMB and the Australian Market Licence 2005 mean that the Market Operating Rules and IMB’s licence terms form part of the operational context for these Rules, and may contain additional rights and duties that interact with the instrument’s obligations (Rule 1.3.1).

In short, the instrument embeds itself as part of a legal ecosystem rather than as a stand-alone code. The precise operational effect for a party will depend on cross-referencing the Corporations Act, relevant regulations under it, the Administrative Review Tribunal Act 2024 for review procedure, the Federal Register for published legislative instruments and IMB’s Market Operating Rules and licence.

The supplied text does not contain any express amendment record within the document itself. The instrument includes a Note that legislative instruments under Rule 1.2.1 are available on the Federal Register of Legislation (Rule 1.2.1 note), and Rule 1.2.4(2) permits ASIC to publish a register of reliefs, implying a public record of ASIC’s future amendments to waivers and reliefs. Beyond these points, the text supplied does not list prior versions, dates of enactment, schedules of amendments, or a statutory history.

Practical points regarding amendment and version control

• Legislative instruments and register entries. Where ASIC exercises its power under Rule 1.2.1 to grant, condition or withdraw waivers by legislative instrument, those legislative instruments are available on the Federal Register of Legislation, creating a contemporaneous and searchable record of each waiver's text and any amendments or withdrawals (Rule 1.2.1 note; Rule 1.2.4(1)-(2)).

• ASIC’s ability to withdraw relief. The instrument expressly permits ASIC to withdraw waivers at any time by legislative instrument (Rule 1.2.1(3)), meaning registered reliefs may be temporary and susceptible to administrative amendment without further consent from beneficiaries. ASIC may also specify that a waiver applies only for a specified period (Rule 1.2.3). Practitioners should therefore expect a mutable relief landscape and monitor the Federal Register and any ASIC-maintained register.

• No internal schedule of amendments in supplied text. Because the supplied instrument does not itself carry a schedule of prior amendments, users relying on historical change must consult the Federal Register of Legislation, ASIC’s register (if published), or other official repositories to reconstruct amendment history.

• Record-keeping obligations for parties. Given ASIC’s power to file legislative instruments and to publish a register of reliefs, parties relying on waivers should maintain contemporaneous records of the applicable legislative instrument and any conditions to demonstrate compliance, because reliefs can be conditioned, time-limited and withdrawn (Rule 1.2.1(1)-(4); Rule 1.2.2; Rule 1.2.3). The Rules require waiver requests to be in writing (Rule 1.2.1(4)), which also creates a documentary trail to support amendment-related records.

Where to look for amendments

• Federal Register of Legislation. Legislative instruments under Rule 1.2.1 are recorded on the Federal Register of Legislation, per the instrument’s Note. This is the specified repository for text of legislative instruments made under Rule 1.2.1.

• ASIC register. ASIC may establish and publish a register of reliefs under Rule 1.2.4(1)-(2). That register, when published, will contain historical entries for all relief granted and is a direct source to track amendments and withdrawals effected by ASIC.

In summary, the supplied instrument establishes mechanisms for ongoing amendment of waiver status via legislative instruments and registers, but does not include an internal amendment history. Users must therefore consult external repositories identified by the instrument to reconstruct any past changes.

The supplied text includes no litigation history. It makes procedural provision for review rights to the Administrative Review Tribunal in relation to certain ASIC decisions (Rule 1.1.8), but does not include records of court cases, tribunal decisions, or judicial interpretations of the Rules.

Implications and procedural context

• Tribunal review pathway. The Rules permit review to the Administrative Review Tribunal of ASIC decisions made under subrules 1.2.1(1) and 1.2.1(3) by the Market Participant who made the waiver application or by the person in respect of which the application was made (Rule 1.1.8(1)-(2)). Any litigation or judicial review beyond the Administrative Review Tribunal's processes, or case law interpreting these Rules, is not included in the supplied text.

• Absence of precedents in the instrument. Because the instrument does not reference cases or decisions, practitioners must treat judicial or tribunal interpretations of the Rules as unknown from this text and must therefore consult external sources, including Tribunal decisions and court records, for precedential guidance.

• Record-keeping and evidence for potential disputes. The Rules’ emphasis on written waiver requests (Rule 1.2.1(4)), the possible imposition of conditions (Rule 1.2.1(2)) and ASIC’s register (Rule 1.2.4(1)-(2)) suggests documentation will be important in any dispute over entitlement to relief or compliance with conditions. Parties should preserve application materials, ASIC instruments, and records demonstrating compliance to support any future Tribunal or court proceedings.

• Tribunal definitions. The Rules adopt the definitions of "decision" and "Tribunal" from the Administrative Review Tribunal Act 2024 (Rule 1.1.8(3)), so procedural and substantive review rights should be analysed with reference to that Act in the event of proceedings. The supplied Rules do not set out remedies or processes for contested administrative decisions; those are governed by the Administrative Review Tribunal Act 2024 and applicable procedural rules of the Tribunal.

Practitioner action points in absence of litigation history

• Monitor the Administrative Review Tribunal for decisions under the Tribunal Act 2024 that interpret these Rules, and track any published Tribunal reasons relating to ASIC’s exercise of waiver powers under Rule 1.2.1.

• Keep a contemporaneous dossier of waiver applications, ASIC responses, legislative instruments granting waivers, and evidence of compliance with conditions, because these records will form the evidentiary basis if a review or litigation event arises.

• Where ambiguity exists about the scope of rights or liabilities under the Rules, consult the Administrative Review Tribunal Act 2024 and seek specialist advice, because the Rules themselves do not provide litigation guidance or precedent.

In sum, the supplied instrument provides no litigation history. Its framework anticipates procedural challenge to certain ASIC decisions through the Administrative Review Tribunal, but the substantive content and remedies of litigation must be sought in Tribunal decisions, court records, and the Administrative Review Tribunal Act 2024.

This section draws attention to features of the Rules that may produce unexpected compliance burdens, strategic risks or operational traps, referencing the specific provisions that create them.

• Attribution of agent conduct and state of mind is broad and objective. Rule 1.1.6 deems conduct by officers, employees or other agents, and by third parties acting at such persons' direction or with their consent, to be conduct of the principal, whether or not the conduct was within actual or apparent authority. Rule 1.1.7 allows proof of a person’s state of mind by reference to an agent’s state of mind, irrespective of authority. Practitioners should note that principals cannot avoid liability merely by arguing lack of authority or unilateral agent misconduct; the Rules treat agent conduct and mental states as attributable.

• Written waiver request required. Any request for a waiver must be in writing (Rule 1.2.1(4)). An oral or informal request has no traction under the instrument. Parties seeking relief should not rely on informal communications with ASIC; a written application is indispensable.

• Waivers may carry binding conditions and non-compliance is a contravention. ASIC may impose conditions on a waiver (Rule 1.2.1(1)) and the Rules make clear that all conditions must be complied with for the waiver to be effective (Rule 1.2.1(2)). Failure to comply with a condition is expressly a contravention of the Rules (Rule 1.2.2). Therefore obtaining a waiver that reduces certain legal obligations may simultaneously create enforceable new obligations via conditions; overlooking those conditions can reverse any relief and expose the holder to contravention.

• ASIC’s power to withdraw at any time. ASIC may withdraw a waiver by legislative instrument at any time (Rule 1.2.1(3)). Beneficiaries of relief should plan for abrupt regulatory reversals and should not assume permanency of relief absent explicit time-limitation provisions. ASIC may also specify a fixed period for a waiver (Rule 1.2.3), so a waiver may be temporary by design.

• Limited standing for review. Standing to seek Tribunal review of ASIC decisions under Rule 1.2.1 is narrow: only the Market Participant that sought the waiver or the person in respect of which the application was made may apply (Rule 1.1.8(2)). Third parties affected by the grant or withdrawal of a waiver may therefore have no recourse under this instrument. Entities that might be externally affected by relief should monitor ASIC registers proactively (Rule 1.2.4(2)).

• Notice obligations are non-fatal. ASIC must take reasonable steps to notify persons who may apply for review of the decision and their right to review (Rule 1.1.9(2)), but failure to provide notice does not affect the validity of the decision (Rule 1.1.9(3)). Practitioners cannot rely on defective notice as an automatic basis to challenge a decision under these Rules; instead, they must pursue remedies under the Administrative Review Tribunal Act 2024 or other applicable laws.

• Broad "reasonable person" standard. Rule 2.2.1(3) prohibits conduct that a reasonable person may regard as inconsistent with just and equitable principles in the transaction of business. This open-textured standard introduces interpretive uncertainty. What is "just and equitable" will be assessed objectively, potentially drawing on commercial norms, market practice and external standards. Firms should therefore document and justify business practices against objective criteria to withstand scrutiny.

• No express penalty schedule in the text supplied. The instrument labels certain conduct as a contravention (notably failure to comply with waiver conditions, Rule 1.2.2), but the supplied Rules do not set out a sanctions regime, pecuniary penalties or administrative remedies beyond contravention labelling and ASIC’s ability to withdraw waivers (Rules 1.2.1-1.2.3). Parties should not assume the absence of penalties in this text equates to absence of enforcement under other statutes; nonetheless, the Rules themselves provide limited detail on direct sanctions.

• Public register but discretionary publication. ASIC “may” establish and publish a register of reliefs (Rule 1.2.4(1)-(2)). Publication is discretionary. Persons relying on waivers should not assume that every relief will be published unless ASIC chooses to do so; likewise third parties should not assume completeness of public records.

• Interaction with unspecified regulations. The identity of "Other Regulated Entities" is determined by regulations under paragraph 798H(1)(c) of the Corporations Act (Rule 1.3.1). Entities must check those external regulations; failure to do so could result in unexpected inclusion in the Rules’ ambit.

In short, the most consequential "gotchas" arise from broad attribution rules, the binding nature of waiver conditions, the ephemeral nature of relief, narrow review standing, and open-textured conduct standards. These features create a compliance and monitoring burden that firms must operationalise.

The Rules prescribe concise behaviour and administrative steps; compliance requires both internal governance and external monitoring. The following is a practical compliance guide directly grounded in the text.

1. Establish agent supervision and control systems to manage attribution risk (Rules 1.1.6 and 1.1.7).

   • Ensure employment contracts, agency agreements, and internal policies set clear expected behaviours, disciplinary consequences, and reporting lines because officers’, employees’ and agents’ conduct and mental states are attributed to the principal whether or not the conduct was within actual or apparent authority (Rule 1.1.6; Rule 1.1.7(1)-(2)).

   • Implement training and supervision to align agent conduct with the Rules’ standards of honesty, fairness and just and equitable principles (Rule 2.1.1; Rule 2.2.1).

   • Maintain contemporaneous records showing oversight, instructions given to agents, and reasons for decisions, so that if a state-of-mind issue arises (Rule 1.1.7(2)) the firm can evidence steps taken to ensure compliance.

2. Adopt specific trading controls and incident protocols to meet market conduct obligations (Rules 2.1.1 and 2.2.1).

   • Embed the duty to act honestly and fairly in code of conduct, pre-trade checks, and trade approval workflows (Rule 2.1.1).

   • Implement incident response procedures for market breakdowns, malfunctions or confirmation errors, including escalation, suspension of trading where appropriate, and protocols prohibiting taking advantage of such errors (Rule 2.2.1(2)).

   • Apply objective assessment processes for novel conduct under the “reasonable person” and “just and equitable” standard (Rule 2.2.1(3)), for example by instituting an internal review panel or legal clearance for activities that may be close to the borderline.

3. Manage waiver applications and conditions tightly (Rule 1.2.1).

   • Submit any request for relief in writing, and preserve the written application and related correspondence (Rule 1.2.1(4)). Oral exchanges are insufficient.

   • When ASIC grants relief, record the legislative instrument precisely, capture all conditions imposed, and adopt checklists and compliance controls to ensure all conditions are complied with at all times because failure to comply is a contravention (Rule 1.2.1(2); Rule 1.2.2).

   • Where relief is time-limited or conditional, embed calendar controls, renewal protocols and contingency plans for immediate reversion to full compliance in case ASIC withdraws the waiver (Rule 1.2.3; Rule 1.2.1(3)).

4. Monitor regulatory publications and registers (Rules 1.2.1 note; Rule 1.2.4).

   • Regularly check the Federal Register of Legislation for legislative instruments made under Rule 1.2.1 as indicated in the instrument’s Note, and monitor any ASIC register if published for entries concerning relief (Rule 1.2.1 note; Rule 1.2.4(2)).

   • Maintain internal logs tying operational behaviour to the specific legislative instrument and register entry that authorises a particular practice, to demonstrate reliance on relief and compliance with conditions.

5. Prepare for limited review and limited standing (Rule 1.1.8).

   • If seeking a waiver, plan for the possibility of Administrative Review Tribunal scrutiny by gathering contemporaneous evidence supporting the request and maintaining documentation to defend ASIC’s decision if challenged (Rule 1.1.8(1)-(3)).

   • Note that standing to apply for review is limited to the applicant Market Participant and the person in respect of which the application was made (Rule 1.1.8(2)). Firms should therefore assess whether third parties’ interests might require separate legal strategies.

6. Ensure notice tracing and communication protocols around ASIC decisions (Rule 1.1.9).

   • While ASIC must take reasonable steps to notify persons who may apply for review, the firm should not rely on ASIC to provide notice. Establish internal monitoring to detect ASIC decisions and legislative instruments directly from the Federal Register and ASIC announcements (Rule 1.1.9(2); Rule 1.1.9(3)).

   • Preserve evidence of receipt of any ASIC notice and of attempts to ascertain whether notice was provided, because failure to receive notice does not invalidate the ASIC decision under the Rules (Rule 1.1.9(3)).

7. Document objective justifications for conduct falling near ethical or market-integrity boundaries (Rule 2.2.1(3)).

   • For transactions or strategies that could be viewed as inconsistent with just and equitable principles, prepare contemporaneous commercial rationales, conflict assessments and client-impact analyses to demonstrate that conduct would not be judged unreasonable by an objective observer.

8. Coordinate with Corporate and Licensing Frameworks (Rule 1.3.1).

   • Review status under the Corporations Act and any relevant regulations, particularly paragraph 798H(1)(c), to determine whether the entity is an "Other Regulated Entity" required to comply with these Rules (Rule 1.3.1).

   • Ensure any Australian Financial Services Licence obligations, Market Operating Rules, and licence conditions under the Australian Market Licence (IMB Ltd) 2005 are harmonised with these Rules, recognising the Market Operating Rules and IMB’s licence are part of the definitional matrix (Rule 1.3.1).

9. Audit and compliance reporting.

   • Institute periodic compliance audits to test whether trading controls, agent supervision, waiver compliance and record-keeping meet the requirements of the Rules.

   • Where a waiver has conditions, include compliance with those conditions as a discrete audit item and report breaches promptly to management and to ASIC as appropriate.

10. Seek early legal advice for ambiguous cases.

• When novel market practices, technological developments, or error scenarios arise, obtain legal clearance rather than rely on ex post justifications under the reasonable person test, because the Rules place an objective standard on market conduct and impose broad attribution of agent conduct and mental states (Rule 1.1.6; Rule 1.1.7; Rule 2.2.1(3)).

Following these steps will align internal governance with the instrument’s attribution rules, behavioural duties, waiver regime and administrative processes. The emphasis is on documentary rigor, proactive monitoring of regulatory publications, robust agent supervision and immediate operational protocols for market malfunctions.