Disclosure

Preliminary Analysis of Legislative Framework for Product Disclosure Statements and Product Disclosure Statements

The ALRC completed a preliminary analysis of the legislative framework for prospectuses and Product Disclosure Statements (PDSs) to better understand the complexity of the law governing the provision and preparation of disclosure documents for securities and financial products. Available outputs from this analysis are outlined below. The ALRC’s analysis was completed in mid-2020 and reflects the law at that time.

A. Flowcharts:

Download A1. PDS regime – consolidated charts

Download A2. Prospectus regime – consolidated charts

These flowcharts depict the general application and requirements of the prospectus and PDS regimes, and their respective ‘sub-regimes’ (2-part simple corporate bonds prospectuses and short-form prospectuses in the case of securities, and short-form PDS and shorter PDS in the case of financial products).

Each PDF includes a table of contents and an ‘overview’ chart that provides a high-level summary of the disclosure regime with cross-references to the more detailed charts. The overview charts can be used to help navigate the more detailed charts, as well as offering some opportunity for high-level comparison of the different regimes. The detailed charts generally reflect the wording of the relevant provision, and engage with key regulations and legislative instruments where relevant. However, the charts do not represent a comprehensive statement of the law and should be treated as summary information only.

The overview charts also include a colour key that applies across all of the charts. Colour is used to distinguish between different functions of provisions, as well as to highlight the source of provisions (ie, primary vs delegated legislation) and to flag cross-references to other charts.

B. Summary spreadsheets:

1. Comparison of prospectus and PDS regimes

Download B1. Comparison of prospectus and PDS regimes

This is a high-level comparison of the key elements of the two regimes. This document is intended to operate both as a stand-alone summary view, as well as a guide to identifying and understanding points of comparison that are described in more detail in the respective flowcharts.

2. Comparison table of provisions

Download B2. Comparison table of provisions 

This document provides for comparison within each of the two regimes (as opposed to between them). It identifies which provisions are common or exclusive between the standard version of a regime and its two sub-regimes. By necessity, these tables do not comprehensively include all provisions pertaining to a given regime. They are intended to provide summary information to facilitate quick comparison within regimes. The Explanatory Notes within the document provide further information.

3. Catalogue of Legislative Instruments

Download B3. Catalogue of legislative instruments

This table provides a comprehensive list of all Legislative Instruments listed as ‘currently in operation’ on the ASIC website as at 10 July 2020 that affect the prospectus or PDS regimes. It includes information regarding the nature of the Instrument, its mechanical effect on the primary legislation, and the substantive effect on the regime requirements. The Explanatory Notes within the document provide further information.