Gun Jumping Australia 2025: Laws, Risks & What to Watch

Gun jumping is a term that carries serious weight in Australia’s financial and corporate landscape. With regulators sharpening their focus in 2025, understanding what constitutes gun jumping—and how to avoid it—has never been more crucial for investors, company directors, and dealmakers. Whether you’re navigating an IPO, merger, or simply communicating with the market, crossing the line can mean hefty fines, deals unravelled, and reputational damage.

What is Gun Jumping? The Basics and Why It Matters

In Australia, gun jumping refers to premature or unlawful conduct in connection with public capital raisings (like IPOs) or mergers and acquisitions (M&A). It most often involves disclosing sensitive information, making public statements, or taking actions that breach regulatory timelines or undermine fair and orderly market processes.

• IPO context: Premature marketing or disclosure of offer terms before a prospectus is lodged.

• M&A context: Parties acting as though a deal is complete before regulatory clearance—such as integrating businesses, sharing sensitive information, or coordinating activities.

The Australian Securities and Investments Commission (ASIC) and the Australian Competition and Consumer Commission (ACCC) actively monitor and enforce these rules. In 2025, both regulators have signalled stricter scrutiny, particularly as deal activity rebounds and more companies seek to tap the ASX.

Recent Policy Updates: What’s Changed in 2025?

This year, both ASIC and the ACCC have updated guidance and enforcement approaches:

• ASIC’s 2025 Prospectus Guidance: New clarifications on ‘pre-marketing’ activities for IPOs. Roadshows, analyst briefings, and even social media posts are under the microscope. Companies must avoid communicating offer details to the public before lodging a compliant prospectus.

• ACCC’s M&A Surveillance: The ACCC’s 2025 enforcement priorities now include a stronger focus on ‘gun jumping’ in merger control. Increased penalties for pre-clearance coordination and clearer definitions of prohibited conduct mean companies must tread carefully when collaborating or sharing information pre-approval.

• Penalties: Fines for breaches have increased, with the ACCC able to pursue penalties in the tens of millions, and ASIC empowered to issue infringement notices more readily.

These changes reflect a global trend, with Australia aligning more closely with US and EU regulatory standards on deal-related conduct.

Real-World Examples: The Cost of Getting It Wrong

Several high-profile cases have highlighted the risks of gun jumping:

• IPO missteps: In 2024, an Australian tech startup faced a delayed ASX listing after ASIC found evidence of unauthorized press interviews and investor presentations before the prospectus was public. The fallout included reputational damage and a loss of momentum with investors.

• M&A crackdown: In late 2023, two logistics firms were fined over $10 million collectively after the ACCC found they had begun integrating IT systems and coordinating pricing before their merger was cleared. The deal was allowed to proceed only after a costly remediation process.

These examples underline the importance of robust compliance protocols and clear communication with legal advisors throughout a transaction.

Staying Compliant: Practical Steps for 2025

To avoid gun jumping, companies and investors should:

• Understand the rules: Regularly review ASIC and ACCC guidance, especially when launching an IPO or planning a major merger.

• Keep information tightly controlled: Only share transaction details with those under strict confidentiality agreements until regulatory steps are complete.

• Delay integration: Do not begin integrating operations, sharing customers, or making joint decisions until the ACCC gives the green light.

• Monitor communications: Train spokespeople and staff on what can and can’t be said publicly, including on social media.

• Document everything: Keep thorough records of all interactions and decisions in the lead-up to a deal or offer.

Engaging early with legal and compliance experts can help companies avoid costly missteps and keep transactions on track.

Conclusion: Gun Jumping Isn’t Worth the Risk

With 2025 bringing tougher scrutiny and higher stakes, Australian companies and investors must be vigilant about gun jumping. A single slip can derail a deal, trigger fines, and damage reputations. The smartest approach? Stay informed, stay compliant, and never jump the gun when it comes to market disclosure or deal execution.