ASX shareholder Rosherville Pty Ltd has notified the Australian Securities Exchange that it plans to seek Federal Court permission to pursue certain former officers and directors over the failed CHESS replacement project.
Summary
- Rosherville plans to seek Federal Court approval to sue ASX officers and directors over CHESS.
- ASX says the proposed derivative action contains no allegations against the exchange itself at present.
- Federal Court ordered ASX to pay A$20.5 million over its earlier misleading CHESS project statement.
- ASX scrapped the original distributed ledger system after writing off A$245 million to A$255 million.
- ASX replacement Release 1 launched in April while Release 2 is currently planned for 2029.
ASX disclosed the proposed statutory derivative action on Aug. 12, less than six weeks after the exchange was ordered to pay an A$20.5 million penalty in a separate regulatory case over the same project.
The exchange said Rosherville alleges breaches of directors’ duties connected with the previous project. ASX stressed that the proposed action contains no allegations against the company itself. Its announcement does not identify the former officials, detail their alleged breaches or state what remedies Rosherville intends to pursue.
ASX shareholder must clear five court conditions
Rosherville proposes to proceed under sections 236 and 237 of Australia’s Corporations Act. A statutory derivative action allows an eligible shareholder or officer to bring proceedings on a company’s behalf, but only after receiving court permission.
Under the law, the court must be satisfied that the applicant is acting in good faith, that granting leave is in the company’s best interests and that there is a serious question to be tried. The court must also be satisfied ASX probably will not pursue the proceedings itself. Written notice generally must be provided at least 14 days before an application, although the court can excuse that requirement in appropriate circumstances.
The disclosure therefore represents an intended court action rather than an approved lawsuit. ASX has not announced a hearing date, and the Federal Court has not yet determined whether Rosherville can proceed against the unidentified former officials.
A$20.5 million penalty already settled ASX’s own case
The shareholder move adds a potential individual accountability question to a project that has already resulted in corporate penalties. On July 3, Justice Markovic ordered ASX to pay A$20.5 million and another A$3 million toward ASIC’s costs after the exchange admitted misleading conduct.
The case centered on ASX’s February 2022 statement that the replacement project was “progressing well.” Court records show the project was internally rated red, was no longer on its critical path toward an April 2023 launch and had opened testing environments with reduced scope or performance. The court found the representation was misleading.
ASX later paused the distributed ledger project and derecognised approximately A$245 million to A$255 million in pretax project costs. ASIC’s June release also confirmed the exchange had admitted breaches of Australia’s ASIC Act.
The governance questions extend beyond the court case. An ASIC inquiry published in April found weaknesses across ASX governance, risk management and technology oversight. Regulators are now supervising a broader reform program, including changes to clearing and settlement governance and a A$150 million capital charge scheduled by June 2027.
Failed blockchain project had a U.S. technology link
The failed system also had a direct U.S. connection. ASX selected Digital Asset Holdings to develop the distributed ledger technology, and Digital Asset currently maintains an office in New York. The Federal Court judgment records that ASX confirmed in 2017 that Digital Asset would develop the replacement system.
As crypto.news reported during the project’s earlier stages, the exchange partnered with Digital Asset and VMware as it worked toward a distributed ledger based clearing and settlement platform. Earlier reporting also documented a six month delay to the blockchain rollout as industry participants raised concerns about the implementation timetable.
Digital Asset remains active in U.S. institutional blockchain infrastructure and announced a $355 million funding round in June 2026. The current shareholder dispute, however, concerns alleged duties of former ASX officials. ASX’s Aug. 12 notice makes no allegation against Digital Asset.
What happens next for ASX and Rosherville
ASX has already abandoned the original blockchain architecture and moved to Tata Consultancy Services’ BaNCS platform. Release 1, covering clearing services, went live on April 20. The exchange says that service continues to operate normally.
Release 2 will handle settlement and subregister services and is currently planned for 2029, with ASX targeting completion of its primary technology build by the end of 2027. The latest project update says further Release 2 testing and development remained underway in July and August.
For Rosherville, the immediate step is obtaining Federal Court leave. Until that happens, the claims against former officers and directors remain allegations and have not been tested by a judge. ASX said it will provide further market updates under its continuous disclosure obligations.
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