The Australian Council of Superannuation Investors, which represents local and offshore investment houses, said there was no consultation with major investors on the repealing of continuous disclosure laws they believe are essential.
“Continuous disclosure provisions are fundamental to market integrity and should not be diminished,” ACSI chief executive Louise Davidson.
“Investor confidence in the Australian market relies on disclosures being accurate. These changes could undermine that confidence by providing protection for companies making poor disclosures.
“Reducing accountability for poor disclosures is not the answer to addressing issues with class actions. These policy issues should be considered and addressed separately from the continuous disclosure and director liability regime.”
The new changes will mean that listed company directors will only be liable for civil penalty proceedings in respect of continuous disclosure obligations where they can prove the directors have acted with “knowledge, recklessness or negligence”. The laws are referred to as the “honest idiot defence”.
Mr Frydenberg said the new laws would discourage opportunistic class actions.
“The bill also makes clear that companies and their officers are not liable for misleading and deceptive conduct in circumstances where the continuous disclosure obligations have been contravened unless the requisite ‘fault’ element is also proven.”