Forrest v Commonwealth Director of Public Prosecutions

This page explains a Full Federal Court sentencing appeal in an insider trading prosecution. The Court's published reasons available here are incomplete and stop during the discussion of the ground that appears to have decided the appeal. Because of that, this page focuses on what can be stated confidently: the commercial story, the sentencing issue that is visible, the orders the Court made, and the practical governance points businesses should take from the case.

The important point up front is that this was not an appeal about innocence or guilt. Mr Forrest had pleaded guilty at an early stage. The Full Court granted leave to appeal, allowed the appeal, and resentenced him to a lower aggregate term. The visible reasoning shows the Court was concerned with whether post-offence denials and failure to volunteer material had been used in the wrong way in sentencing.

The case arose from a criminal prosecution for insider trading under the Corporations Act 2001 (Cth). The inside information concerned a prospective takeover of Platinum Asset Management Ltd by Regal Partners Limited through a scheme of arrangement. The information was contained in slides described as a Pitch Deck.

According to the Court's summary of the sentencing reasons, Mr Forrest obtained that information from a computer in the office of Michael Cole, the chairman of Regal. He used his mobile phone to photograph the Pitch Deck. The Court described this as obtaining access to valuable inside information to which he had no entitlement.

The commercial setting mattered. Mr Forrest was not described as an inexperienced bystander. The reasons say he had substantial qualifications and more than 20 years' experience in senior management, stockbroking and funds management roles. He had an arrangement to provide investment management services through an entity called Sublime to portfolios held by the McKeage Cole Family Office. He had also signed a confidentiality agreement and had access to a private office maintained by Mr Cole.

What followed was not a single impulsive trade. The sentencing reasons, as summarised by the Full Court, describe a structured course of conduct. Between 29 August and 10 September 2024, Mr Forrest bought 2,750,532 Platinum shares in his own name in eight tranches. He also encouraged three others to acquire Platinum shares. The reasons say those efforts were successful.

The Court also records numerous communications with an Australian Financial Review journalist about Platinum, anticipating publication of an article. The sentencing judge treated those dealings as part of an evident overall strategy to stimulate interest in Platinum and maximise returns on the positions taken. After the article was published and Platinum made an ASX announcement, the share price opened materially higher and trading volume increased dramatically. Mr Forrest and those he had encouraged later sold positions for profit, with his realised profit recorded at $309,571.84.

That factual pattern is what gives the case its practical force for businesses. It was not just about possession of confidential information. It was about access, confidentiality, deliberate capture of documents, repeated trading, involvement of others, and surrounding conduct said to form part of a broader plan.

The appeal raised a number of proposed grounds. The catchwords and reasons show arguments about whether a sentencing judge must identify a specific discount for the utilitarian value of a guilty plea, whether general deterrence may be treated as a primary consideration in insider trading cases, whether there was impermissible reasoning from silence, whether the judge wrongly used initial denials to police, whether Mr Forrest was wrongly treated as akin to a true insider, whether there was procedural unfairness, and whether the sentence was manifestly excessive.

But the Full Court said the matter could be decided on a narrow basis and that it was only necessary to deal with Ground 5. That is important. It means the Court did not need, at least on the visible reasons, to resolve every broader sentencing argument raised by the appeal.

Ground 5 concerned the way the sentencing judge used Mr Forrest's initial denials to police, together with the fact that the photographs of the Pitch Deck were recovered by investigative action rather than volunteered. The Court set out the chronology. On 7 November 2024, a search warrant was executed at Mr Forrest's home and he participated in an interview in which he denied having any inside information. Examination of his seized phone later revealed deleted images of the Pitch Deck. Months later, through new legal representatives, he contacted ASIC to discuss potential cooperation and then raised early guilty pleas.

The visible legal issue was not whether those denials existed. It was how they could properly be used in sentencing. The Court referred to the orthodox position that a guilty plea can have both utilitarian significance, because it saves time and resources, and subjective significance, because it may show remorse, acceptance of responsibility or willingness to facilitate justice. The Court also noted that post-offending conduct, including denials or failure to assist authorities, may bear on remorse and the weight to be given to a plea.

The problem, on the reasoning available, was whether the sentencing judge went further and used those matters as part of the assessment of the nature and seriousness of the offending itself. The Full Court focused on where the relevant paragraph appeared in the sentencing reasons. It was placed within the section dealing with the nature, characterisation and seriousness of the offending. On the visible reasoning, that placement mattered because it suggested the denials were being used as part of the evaluative process for objective seriousness, rather than merely to qualify remorse or the subjective significance of the plea.

The orders are clear. The Full Court granted leave to appeal, allowed the appeal, and set aside orders 2, 3 and 4 made by the primary judge. In place of the original sentence, the Court imposed an aggregate sentence of five years and three months.

The resentencing orders were structured as follows. On count 1, Mr Forrest was sentenced to four years and six months' imprisonment commencing on 23 January 2026 and concluding on 23 July 2030. On count 2, he was sentenced to one year and nine months' imprisonment commencing on 23 July 2029 and concluding on 23 April 2031. The Court fixed a single non-parole period of three years.

The visible reasoning indicates that the appeal succeeded because the sentencing judge used Mr Forrest's denials and failure to produce material in a way that formed part of the assessment of the seriousness of the offending. The Court said the placement of the relevant paragraph was central. Read fairly, it was embedded in a sequence of paragraphs directed to the assessment of the offending conduct and its seriousness, not in a separate discussion of remorse or subjective mitigation. On that reading, the denials and failure to produce the material were operating as part of the process by which seriousness was assessed.

That does not mean the Court said post-offence denials are irrelevant in sentencing. The visible reasons point the other way. They may bear on remorse and on the subjective significance of a guilty plea. The issue was that they should not be used to increase the objective seriousness of the offence itself.

Because the published reasons available here stop during the Court's discussion of Ground 5, this page does not attempt to go further than that. The result, however, is plain: the appeal succeeded on sentence and the aggregate prison term was reduced from six years to five years and three months, while the non-parole period remained three years.

Most businesses will never be involved in an insider trading prosecution. But many businesses do create, store and share information that could become market-sensitive in the right context. Draft acquisition proposals, board papers, investor decks, due diligence materials, pricing models, financing plans and strategic updates can all become highly sensitive if they relate to a listed entity or a transaction likely to affect price.

This case shows that courts will look closely at the real commercial setting in which information was accessed and used. The reasons refer to a private office, a confidentiality agreement, a Pitch Deck on a computer, photographs taken on a phone, repeated purchases in tranches, encouragement of others to buy, and communications with a journalist. Those are concrete facts, not abstract compliance concepts. For a business owner, they underline that governance failures often happen through ordinary operational gaps: too many people can access a room, a device or a folder; confidentiality terms exist but are not actively enforced; there is no audit trail; or senior people assume trust is enough.

The case also matters because it separates two different ideas that businesses often blur when dealing with investigations. One is the seriousness of the underlying conduct. The other is what happens afterwards, including denials, cooperation, preservation of documents and legal strategy. The visible reasoning shows those categories matter. Post-offence conduct may affect how a court views remorse or a guilty plea, but it should not simply be folded into the seriousness of the original offence.

For directors, founders and managers, that means two practical things. First, prevention matters. Restrict access to transaction-sensitive information and make confidentiality obligations real, not symbolic. Secondly, response matters. If there is a suspected leak, misuse of information or regulator contact, get legal advice early and manage the response carefully. Casual explanations, incomplete internal inquiries or poorly controlled communications can create additional problems very quickly.

The reasons are useful because they identify the kinds of documents and conduct that can become central in a market misconduct case. The Pitch Deck was not treated as a generic business presentation. It was treated as the container of inside information about a proposed takeover, including the proposed price per share and anticipated timing of the transaction. That is a reminder that the same document can be routine in one context and highly sensitive in another.

The Court's summary also shows how conduct around the document can matter as much as the document itself. The fact that the material was photographed on a mobile phone, later deleted, and then recovered through investigation was significant. So were the surrounding communications, the staged purchases, the encouragement of others to acquire shares, and the use of anticipated media publication as part of the broader factual picture.

Businesses should not read this as a lesson only for listed companies. Any business involved in a capital raise, acquisition, strategic partnership or confidential restructuring can create information that would be highly sensitive if misused. The practical question is whether your systems assume that trusted people will always act properly, or whether your systems are built to reduce temptation, limit access and create a reliable record if something goes wrong.

Does this case mean every confidentiality breach is insider trading? No. The case involved guilty pleas to insider trading offences and specific facts about market-sensitive takeover information and trading. But it does show how a confidentiality breach can become part of a much more serious problem if the information is used for trading or to encourage others to trade.

Is this mainly a governance case or a criminal law case? It is a criminal law case about sentence. Its governance value comes from the factual detail about access, confidentiality, document handling and surrounding conduct.

What if someone in my business accidentally accesses sensitive information? The case does not deal with accidental access in the abstract. The practical response is still clear: contain access, preserve evidence, stop any trading or onward disclosure, investigate promptly and obtain legal advice.

What if a person later cooperates? The visible reasoning suggests later cooperation and guilty pleas can matter, but they are not the same thing as the objective seriousness of the original conduct. Those are different sentencing questions.

Should businesses rely on this case for a complete statement of sentencing law? No. The available reasons are incomplete. Use it as a practical guide to the visible issues and result, not as a complete digest of all sentencing principles discussed by the Full Court.

The Full Court judgment is dated 22 May 2026. The hearing date recorded in the reasons is 16 April 2026. The original sentence was imposed on 23 January 2026. The reasons also identify key dates in the offending chronology, including the obtaining of the Pitch Deck information on 23 August 2024, the share purchases between 29 August and 10 September 2024, publication of the AFR article on 16 September 2024, the ASX announcement the following morning, sales between 18 September and 22 October 2024, and the search warrant and interview on 7 November 2024.

The page status remains review because the published reasons available here are truncated during the determinative part of the Court's analysis. The orders and much of the factual and legal context are clear, but the complete reasoning on Ground 5 is not fully visible.