Emu NL and Directors Hit with $41,712 Cost Orders in Takeover Dispute

Background to the Cost Orders

On 4 December 2025, the Takeovers Panel issued formal cost orders against Emu NL and its former directors, Mr Tim Staermose, Mr Peter Thomas, and Mr Oliver Douglas. These orders require the company and the individuals to pay a total of $41,712 (excluding GST) to Wayburn Holdings Pty Ltd, the applicant in a takeover dispute that has been unfolding since mid-2025.

The proceedings stem from a prior declaration of unacceptable circumstances made by the Panel on 27 June 2025, which highlighted concerns about the conduct surrounding Emu NL’s takeover process. The Panel’s intervention and subsequent orders reflect the regulatory body's commitment to ensuring fairness and transparency in corporate control contests.

Details of the Financial Liability

The cost orders are split into two periods. From 15 May 2025, when Wayburn Holdings initiated the application, through to the declaration on 27 June 2025, Emu NL and two former directors, Mr Staermose and Mr Thomas, must jointly pay $28,338. For the period following the declaration, from 28 June to 28 October 2025, the liability extends to include Mr Oliver Douglas, with an additional $13,374 payable. The joint and several liability means each party can be held responsible for the full amount if others do not pay.

These financial penalties are significant in the context of takeover disputes, serving both as a cost recovery mechanism for the applicant and as a deterrent against conduct deemed unacceptable by the Panel.

Implications for Emu NL and Corporate Governance

While the monetary sums are modest relative to large corporate transactions, the orders carry reputational weight. They signal regulatory vigilance and may influence investor perceptions of Emu NL’s governance standards. The involvement of former directors in the cost liability also highlights personal accountability in takeover processes.

The Panel’s forthcoming detailed reasons for the decision, to be published on its website, will provide further clarity on the nature of the unacceptable circumstances and the rationale behind the cost allocations.

Looking Ahead

Investors and market watchers will be keen to see whether Emu NL or the directors seek to appeal the orders or how the company addresses the underlying issues raised by the Panel. This episode underscores the complexities and risks inherent in contested takeovers and the importance of adhering to regulatory expectations.