Australian Securities and Investments Commission v Bekier (Liability Judgment) [2026] FCA 196

This was a major ASIC civil penalty case against eleven people from the executive team and board of Star Entertainment Group Limited. The judgment is a liability judgment delivered by Lee J on 5 March 2026. That matters because the Court was deciding whether contraventions had been established, not yet setting out final penalties or other final relief.

The published reasons show a long-running commercial and governance story rather than a single bad decision. ASIC’s case concerned Star’s dealings with junkets, especially Suncity, and a separate set of issues involving the use of China UnionPay cards and communications with Star’s principal banker. The Court examined years of board papers, circulating resolutions, committee meetings, warning letters, reviews, information notes, media allegations, law enforcement material and internal communications.

The judgment opens with a contrast between old ideas of passive directorship and the modern standard expected of company officers. Lee J refers to the old Marquess of Bute example from Re Cardiff Savings Bank and says that kind of listless indifference is no longer tolerated. That introduction frames the whole case. The Court was concerned with what modern directors and officers must do when risk is being delegated, reported and escalated through management structures.

The central legal issue was whether particular directors and officers contravened s 180(1) of the Corporations Act by failing to exercise the degree of care and diligence that a reasonable person would exercise if they were a director or officer of Star in Star’s circumstances and occupied the same office and responsibilities. The Court’s published catchwords and contents show that this was approached person by person and event by event.

The reasons also dealt with several broader legal questions that matter beyond Star. One was how to identify the scope of an officer’s responsibilities within a corporation, especially where one person held multiple roles such as company secretary, group general counsel and chief legal and risk officer. Another was how the distinction between executive and non-executive directors should affect the s 180(1) analysis. The Court said that distinction is relevant, but only contextually.

The judgment also considered the business judgment rule in s 180(2), reliance on information and advice under s 189, the test of reasonable foreseeability under s 180(1), and several pleading issues in ASIC’s case. The Court specifically addressed whether a director’s conduct in approving or permitting a course of action should be assessed by balancing the potential benefits of that course of action against its reasonably foreseeable risks.

The published contents of the judgment show just how granular the case was. On the junket side, the Court examined Star’s international rebate business, the nature of junkets and the risks associated with them, Star’s relationship with Suncity, and specific decisions to increase customer credit facilities for Mr Qin and Mr Chau. It also looked at Star’s processes and procedures concerning those facilities, the operation of Salon 95, suspicious cash transactions, warning letters, the Power email, Operation Money Bags information, KPMG reports, prior reviews of Star’s AML/CTF programme and junket vetting systems, and later developments involving Suncity in 2018 and 2019.

The reasons also identify a sequence of events after public allegations involving Crown and Suncity emerged in 2019. The Court considered Star’s response, a 60 Minutes broadcast, a board call on 30 July 2019, subsequent enquiries, a meeting with ILGA, the preparation of board papers, and the 15 August 2019 board meeting. This shows the case was not only about what Star knew before public controversy, but also how management and the board responded once the issue became more visible and urgent.

On the CUP side, the Court examined Star’s relationship with NAB and CUP, the process adopted by Star for obtaining funds for gaming, NAB’s enquiries over several years, CUP information requests in 2019, a direct CUP enquiry in early November 2019, the 2019 warning, the 7 November email, later board meetings, a warning letter in March 2020, and Star’s eventual cessation of the CUP process. The published contents expressly state that the Court found the 7 November email was inaccurate, incomplete and misleading.

For business readers, this level of detail is important. Governance cases are often won or lost through contemporaneous documents. Courts look closely at what papers said, what they omitted, who received them, whether they were intelligible, and whether follow-up happened when red flags appeared.

The published catchwords contain several important statements of principle. First, boards must control the information they receive. The Court said directors must take reasonable steps to place themselves in a position to guide and monitor the management of the company. That is a practical governance standard. It means directors need reporting systems that help them understand what matters, not just a large volume of material.

Second, the Court said directors cannot rely on an inability to cope with the volume of information they receive. This is one of the clearest practical messages in the judgment. Information overload is not a complete answer if the board has not organised its reporting, escalation and review processes properly. A board that receives too much material without structure may itself have a governance problem.

Third, the Court addressed the impact of artificial intelligence on corporate governance practices. The published catchwords say the use of technology may assist comprehension, but it cannot displace human judgment. For modern businesses, that means software can help summarise, sort and flag issues, but directors and officers still need to exercise their own judgment about risk, legality and what further enquiries are required.

Fourth, the Court said the relevance of the distinction between executive and non-executive directors is to be assessed contextually. Non-executive status does not remove responsibility, but the content of the duty depends on the office held, the responsibilities assumed and the circumstances of the company.

Fifth, the Court considered how to determine the scope of an officer’s responsibilities within the corporation, including whether responsibilities held under different titles are divisible. That is especially important for in-house legal and risk leaders. If one person acts across legal, governance and risk functions, the Court may assess their conduct by reference to the full set of responsibilities they actually held.

Finally, the Court said that when a director approves or permits a course of action to be pursued by the company, the conduct must be assessed by balancing the potential benefits of that course of action against the reasonably foreseeable risks. That balancing exercise is highly relevant to boards considering aggressive growth strategies, unusual customer channels or commercially attractive workarounds that carry legal or reputational risk.

The judgment expressly considers s 180(2), commonly called the business judgment rule, including whether it operates as a rebuttable presumption or as a defence. It also considers reliance on information and advice under s 189. Those issues mattered because ASIC’s case involved board approvals, management reporting and the extent to which directors and officers could rely on others inside the organisation.

The practical point is that reliance is not automatic protection. Directors are entitled to work through management structures and specialist teams, but the Court’s published reasoning themes show that reliance must sit within a framework of reasonable engagement. If the issue is serious, unusual, repeatedly flagged or potentially unlawful, directors may need clearer information, more direct explanations or further review.

The judgment also records that ASIC’s further amended statement of claim was confusing and that several pleading issues were considered. The contents identify disputes about counterfactual enquiries, the so-called suitability obligations, foreseeability of risk, Ms Martin’s obligations, and the CUP case against Mr Bekier. That matters because the Court itself said the resolution of the case was informed by the precise case mounted by ASIC on its pleadings and the facts found on the evidence, rather than by broad legal principle alone.

For business owners, this is a reminder that governance disputes are highly fact-specific. General statements like “the board relied on management” or “this was a commercial judgment” are rarely enough on their own. Courts want to know exactly what was known, what was reported, what was omitted, and what a reasonable person in that role would have done in those circumstances.

Most businesses will never face the same factual setting as Star. But many will face a smaller version of the same governance problem. A profitable customer segment, intermediary or payment process starts generating warning signs. A bank asks questions. Compliance staff raise concerns. Media reporting or regulator attention increases pressure. The risk is then framed internally as manageable, temporary or commercially necessary. This case shows how dangerous that pattern can become if the board is not receiving clear, candid and complete information.

Founder-led companies should pay particular attention. In growing businesses, the same people often act as executives, directors and de facto risk owners. Legal, risk and governance functions may be thinly staffed or combined in one role. The judgment’s treatment of multiple officer responsibilities is a reminder that blurred internal lines do not reduce accountability. If anything, they can make it more important to define who is responsible for monitoring, escalating and documenting risk.

There is also a practical lesson about board packs. A large volume of material is not the same as useful information. If directors are expected to guide and monitor management, the reporting system must help them identify what is urgent, what is legally sensitive, and what needs a decision or challenge. Businesses should think about escalation thresholds, exception reporting, and whether minutes show that difficult issues were actually discussed.

Finally, this case is a reminder that governance failures often become visible through ordinary business records. Emails, warning letters, committee papers, information requests and minutes can all become central evidence. Good governance is not just about making the right decision. It is also about creating a record that shows the issue was understood, tested and followed through.

The judgment was delivered by Lee J on 5 March 2026 in the Federal Court of Australia. The published orders made that day state that the proceeding was adjourned, part-heard, to a date to be fixed within the next seven days for the making of orders in conformity with the reasons. So this page should be read as an explanation of the liability decision and the governance principles it contains, not as a complete account of any later penalty or final relief stage.

The hearing dates listed in the judgment show that the matter was heard over multiple days in February, March and May 2025, with final submissions on 13 February 2026. The reasons run to 1,959 paragraphs, which helps explain why the Court dealt with the case in a detailed, event-by-event way.