ASIC’s civil penalty push on Nuix’s ASX forecasts runs into a brick wall
On 23 April 2026, the Federal Court cleared Nuix and five directors over alleged misleading earnings guidance and continuous disclosure breaches.
In Australian Securities and Investments Commission v Nuix Limited, in the matter of Nuix Limited [2026] FCA 490, Justice Goodman dismissed ASIC's civil penalty proceeding against Nuix Limited and its directors over the company's post-IPO financial disclosures. The case focused on Nuix's reaffirmation of prospectus revenue and annualised contract value (ACV) forecasts in February and March 2021, and on what Nuix told the market before it downgraded guidance in an ASX announcement on 21 April 2021.
Nuix issued a prospectus on 18 November 2020 for an initial public offering of its shares. The prospectus included a forecast that revenue for the year ended 30 June 2021 would reach $193.5 million and an ACV forecast of $199.6 million as at 30 June 2021. Nuix later told the ASX that it reaffirmed both forecasts in market announcements on 26 February and 8 March 2021, before it downgraded its revenue forecast to a range of $180 million to $185 million and revised the ACV forecast down to a range of $168 million to $177 million in April 2021.
ASIC alleged that during the period from 18 January to 21 April 2021, Nuix engaged in misleading or deceptive conduct, contrary to section 1041H(1) of the Corporations Act and section 12DA(1) of the ASIC Act, in connection with those announcements and alleged non-disclosures. ASIC claimed that Nuix failed to provide information to the market in breach of its continuous disclosure obligations under section 674(2) of the Corporations Act.
ASIC also targeted Nuix's directors. It alleged that chief executive Rodney Vawdrey and non-executive directors Jeffrey Bleich, Sir Iain Lobban, Daniel Phillips, and Susan Thomas breached section 180 of the Corporations Act because they did not exercise the degree of care and diligence that a reasonable person acting as a director of a company in Nuix's circumstances would have exercised. ASIC sought declarations of contravention, pecuniary penalties against Nuix and each director, and disqualification orders against the directors.
Justice Goodman rejected ASIC's misleading or deceptive conduct case. The reasons recorded that Nuix did not contravene section 1041H(1) of the Corporations Act or section 12DA(1) of the ASIC Act in relation to the 26 February and 8 March ASX announcements or in connection with any alleged non-disclosure. Justice Goodman also rejected ASIC's continuous disclosure case, and the Court held that Nuix did not breach section 674(2). The catchwords stated that the Court held no contravention established in respect of misleading or deceptive conduct and continuous disclosure.
Because the Court did not find any contraventions by Nuix, the directors' duties case under section 180 also failed. The catchwords recorded that ASIC's directors' duties case depended on the establishment of a contravention by Nuix and that the Court dismissed the case.
The Court ordered that the originating process filed on 28 September 2022 be dismissed. It also ordered, subject to any party notifying the Associate to Goodman J within 21 days seeking a different costs order, that ASIC pay the defendants' costs of the proceeding, as agreed or taxed.
In a media release, ASIC stated: "The Federal Court today dismissed ASIC's case against intelligence software provider, Nuix Limited. The Court found Nuix did not breach its continuous disclosure obligations and did not mislead investors when reaffirming its financial forecasts in early 2021, following its initial public offering (IPO) in December 2020." ASIC noted that "The Court also dismissed ASIC's claims against the Nuix board for alleged breaches of their directors' duties by failing to take reasonable steps to prevent Nuix from making misleading statements and breaching its continuous disclosure obligations."
ASIC chair Joe Longo said, "Continuous disclosure is a cornerstone of effective capital markets. ASIC pursued this matter because we were concerned investors were not receiving timely and accurate disclosures regarding Nuix's earnings." ASIC said it would consider the judgment carefully and noted that it had 28 days to file a notice of appeal to the Full Federal Court.
