Interim leave aims to protect claims over alleged funding approvals from possible six-year time bar
The Federal Court has granted an ASX shareholder interim leave to sue former directors and officers on ASX’s behalf over the CHESS replacement project to help protect claims from a possible time bar.
In Rosherville Pty Ltd v ASX Limited [2026] FCA 1515, handed down on 13 October 2026, the court granted shareholder Rosherville Pty Ltd interim leave under s. 241(1)(a) of the Corporations Act 2001 (Cth) (the Act) to start proceedings on behalf of ASX Limited (ASX) against five former directors and officers. The leave holds until the court decides Rosherville’s application for leave under s. 237 of the Act to bring a derivative action.
Rosherville alleged that former directors and officers breached s. 180(1) of the Act over ASX’s Clearing House Electronic Subregister System (CHESS) Replacement Project. It claimed that former directors approved funding releases for the project while failing to inform themselves and other directors about it. The first approval allegedly came on 14 October 2020.
That date mattered because s. 1317K sets a six-year limitation period. The court did not decide when that period began to run. Still, it said there appeared to be a “very real risk” that at least part of the proposed claim would be out of time without interim relief. The court noted it was well established that courts could grant interim leave, without fully exploring the factual issues, to preserve a limitation period.
ASX raised three objections.
First, ASX argued that Rosherville had created the urgency through at least 18 months of delay. The court disagreed. It heard that ASX’s voluntary disclosure of documents ended only in July 2026 and that, by September, it was apparent ASX would not voluntarily disclose more. Even unreasonable delay, the court added, would not have carried the weight that ASX sought to give it.
Second, ASX argued that the financial position of Rosherville’s funder was “parlous.” The court did not regard that as a weighty factor. Rosherville had undertaken to pay ASX’s reasonable costs of the interim application, which the court did not expect to be very substantial. ASX did not argue that Rosherville could not meet that undertaking.
Third, ASX pointed to the costs it faced in this application and the later s. 237 application. The court said that the risk of unpaid costs on the s. 237 application was “an ordinary aspect of litigation” and noted that ASX could apply for security for costs.
Rosherville cannot take further steps without the court’s leave. Rosherville and LCM Funding Pty Ltd undertook not to serve the claim without permission. LCM Funding also undertook to indemnify ASX against the reasonable costs of bringing and maintaining the claim and any costs orders made against it.
