This case study examines the landmark decision in ASIC v Southcorp Limited (No 2) [2003] FCA 1369, where the court found Southcorp Limited in breach of its disclosure obligations under the Corporations Act 2001. The case highlights the importance of directors' duties, particularly the duty to act in good faith and for a proper purpose, and the need for companies to comply with the rules of the Australian Securities Exchange (ASX). The analysis delves into the specific provisions of the Corporations Act violated by Southcorp, the court's reasoning, and the implications of the decision for corporate governance and compliance. The case study also explores the broader context of directors' duties and ASX regulations, providing a comprehensive understanding of the legal framework governing corporate behavior in Australia.