Pengana International Equities (ASX:PIA) has come under scrutiny after Pengana Capital Group (ASX:PCG) applied to the Takeovers Panel, alleging disclosure and governance deficiencies surrounding the company's proposed 100% equal-access buy-back and conditional 1-for-1 rights issue, according to an Australian bourse filing on Tuesday after market hours.

PCG argues that the proposals could push the Wilson Asset Management (WAM) group's voting power above 20% and that the company's annual general meeting and buyback documents inadequately disclose WAM's intentions, the control implications, pricing, and dispersion arrangements, per the filing.

It also alleges that the company failed to adequately manage actual or perceived conflicts of interest in its decision-making.

PCG is seeking interim orders to halt the buyback, rights issue, and WAM's share dealings, as well as final orders requiring an independent board committee, fresh shareholder approval backed by an independent expert's report, and corrective disclosure, the filing said.

No Panel has been appointed to date, and no decision has yet been made to initiate proceedings, the filing added.