The ASX has committed to a fresh review of its shareholder approval rules amid mounting pressure from institutional investors over what they see as diminishing shareholder influence in major corporate deals.

The exchange’s move follows its decision to grant James Hardie a waiver from seeking shareholder approval for a proposed $14 billion acquisition of US-based Azek, a transaction that would also shift the company’s primary listing to the New York Stock Exchange.

The waiver drew sharp criticism from investors—including AustralianSuper—who argued that shareholders were being sidelined in a decision of significant strategic and financial importance.

In a statement on Sunday, the ASX acknowledged “heightened investor interest” in the rules governing shareholder votes for mergers and acquisitions involving listed entities. It said the current debate has “elevated” the issue to a priority for review.

“ASX’s Listing Rules underpin a fair, orderly and transparent market. But the rules must continue to strike the right balance between the interests of companies and their shareholders,” the market operator said.

As part of the response, the ASX will revisit its 2017 analysis of shareholder approval thresholds, with a renewed focus on reverse takeovers and other transformative transactions. It will also explore whether companies should be required to disclose any waivers from Listing Rules when such decisions are announced publicly.

ASX chief executive Helen Lofthouse said the exchange had received considerable feedback from investors, many of whom were directly affected by the James Hardie waiver decision.

“We’re hearing concerns about the level of influence shareholders currently have over material corporate changes,” Lofthouse said.

“At the same time, we have to ensure that any updates serve the broader market and preserve Australia’s strong capital markets.”

James Hardie on Monday confirmed it would no longer pursue foreign exempt listing status and said it would seek shareholder approval before making any future decisions related to its ASX listing.

The ASX has not provided a firm timeline for the completion of the review but said consultation with stakeholders would begin once the updated analysis is finalised.

The move suggests the exchange is under growing pressure to modernise its governance framework in a way that reinforces investor confidence and protects shareholder rights—particularly at a time of increasing global capital mobility and cross-border dealmaking.