ASIC weighs in: Scheme booklet length under the regulatory spotlight

In brief

• In recently published data, ASIC highlights that scheme booklet page counts have more than doubled since 2000.
• The regulator notes this is a concerning trend, echoing our article on the same topic from last year.
• While not going as far as to issue formal guidance, it is notable that ASIC has publicly put the spotlight on this issue for the first time — it reinforces that excessive or immaterial disclosure risks regulatory pushback, adding time and cost to transactions.

Background

Last year, we wrote an article about how scheme booklets are becoming increasingly lengthy and potentially difficult for many shareholders to easily digest. We considered that a number of factors were likely contributing to this, including reduced production and distribution costs, the inclusion of immaterial information, and adherence to market practice and deal precedent when not strictly necessary.

ASIC has now weighed in on this topic in its latest Corporate Finance Update. The regulator's observations and conclusions are consistent with our own.

What ASIC has said

ASIC's data shows that the average scheme booklet page count has more than doubled from 183 pages in 2000 to over 440 pages in 2026. While there is some variation year to year, the trend is clear.

ASIC does recognise that some schemes properly require longer disclosure. For example, novel structures, scrip or stub equity consideration, and complex funding arrangements may each call for more explanation than a straightforward cash scheme. But that acknowledgement makes the overall trajectory no less concerning. ASIC’s most striking example involved a draft explanatory statement of approximately 1,500 pages ultimately being reduced to approximately 500 pages following ASIC queries. Whether exceptional or not, the example illustrates the regulator’s willingness to challenge disclosure it regards as excessive.

Echoing our earlier article, ASIC reminds market participants that the materiality test should be applied to determine both what information to include and what information to leave out. While there is little cost to a scheme company in producing a lengthy booklet covering every conceivable issue "just in case", there is a real cost to shareholders who must work through a long and complex document.

ASIC identifies three focus areas that market participants should keep in mind:

• whether information has already been provided to shareholders;
• whether content has been carried across from earlier transactions without being tested against the circumstances of the particular scheme; and
• whether the same information already appears elsewhere in the scheme booklet.

Comment

ASIC's article is not formal guidance and does not go as far as suggesting industry consultation or fundamental changes to the scheme booklet rules are required. However, as far as we are aware, this is the first time the regulator has publicly commented on this issue — that is a welcome development. It signals that ASIC has identified the trend and is focussed on addressing it.

There is no statutory "clear, concise and effective" disclosure requirement for scheme booklets, unlike prospectuses¹.  Despite that, for all of the reasons set out in our earlier article, that is the disclosure standard scheme companies and their advisers should be striving to meet. ASIC has now given us one more reason to do so — excessive, immaterial disclosure may prompt ASIC to request rewrites or other revisions, adding time and cost to the transaction process.

Whether this ultimately leads to shorter scheme booklets remains to be seen. However, ASIC's comments may encourage deal teams to think more critically about precedent disclosure and focus more closely on what shareholders genuinely need to know to make an informed decision. That can only be a positive development.

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 1. Section 715A of the Corporations Act requires that the information in prospectuses must be worded and presented in a clear, concise and effective manner.