ASX to defend legal action brought by shareholder

The Australian Securities Exchange (ASX) said it plans to defend the claims submitted by one of its shareholders on ASX's behalf, stating the applications filed are "not in the best interests of the company."

Rosherville Capital, a Sydney-based family office and private investment vehicle, is a minority shareholder of the ASX. Rosherville filed an application relief under section 241 of the Corporations Act 2001 (Cth) seeking to file a statement of claim (Interim Application), and a separate application for leave to commence a Statutory Derivative Action under ss 236 and 237 of that act in the Federal Court (Leave Application).

Rosherville alleges that identified directors and officers breached certain of their duties in connection with the previous Clearing House Electronic Subregister System (CHESS) project. The claims reiterated there are no allegations against ASX itself.

A Statutory Derivative Action is a legal process that allows a shareholder or officer to bring a lawsuit on behalf of a company to seek a remedy for a wrong done to the company itself.

The previous market announcement did not name which directors or officers Rosherville intends to bring the action against.

"ASX will oppose the Interim Application. ASX will also oppose the Leave Application on the basis that it is not in the best interests of the company," the bourse said.

It comes as ASIC sued ASX for allegedly making misleading statements about the CHESS replacement project in early 2022, which resulted in ASX paying a $23 million fine after it admitted it misled market participants with the announcements.

According to ASX's announcement in February 2022, the replacement project was "progressing well" to go live on the scheduled date of April 2023. However, a month later the ASX U-turned from the initial announcement, disclosing there was a strong likelihood the project would be delayed.

In 2024, ASX announced a new CHESS replacement solution would be delivered in two releases, with clearing services in Release 1 and settlement and subregister services in Release 2. Release 1 went live on 20 April 2026.