Australia’s New ACCC Merger Regime: What’s Important for You to Know
A guide to the new mandatory merger clearance regime that commenced in Australia on 1 January 2026
Introduction
As of 1 January 2026, Australia’s new merger regime has commenced, and it represents the most substantial reform to Australian competition law in five decades.
The new mandatory, suspensory merger clearance regime fundamentally changes how mergers and acquisitions are regulated in Australia. It replaces the longstanding voluntary informal clearance system with a comprehensive compulsory administrative process. Like the prior regime it is overseen by the Australian Competition and Consumer Commission (ACCC) pursuant to the Competition and Consumer Act 2010 (Cth) (CCA).
For businesses engaged in mergers and acquisitions or corporate transactions, understanding this new regime is critical. This guide provides an overview of the key changes, notification requirements, thresholds, and practical implications for businesses and dealmakers.
Background
The previous voluntary system allowed businesses to choose whether to notify the ACCC of proposed acquisitions or merger transactions based on whether or not the transaction was likely to give rise to competition considerations. The fundamental law has not changed – transactions which have the effect of substantially lessening competition are prohibited by section 50 of the CCA. The problem was assessing the application of this potentially problematic test. While parties could seek informal clearance to reduce risk of inadvertently contravening section 50, this was entirely optional. Under both systems, if the ACCC believes an acquisition would substantially lessen competition, it has a variety of remedies available including injunctive and divestment orders and potentially penalties.
The new regime does not allow transaction parties to make their own assessment of the impact of the transaction on competition and requires all transactions that meet defined criteria to be notified before proceeding. The regime effectively shifts Australia from an enforcement model to a primarily administrative model. The ACCC becomes the administrative decision maker, determining whether notified acquisitions can proceed. Critically, acquisitions that meet notification thresholds are automatically void if completed without ACCC clearance or a waiver, with substantial penalties applying to parties who breach this requirement.
What Types of Acquisitions Require Notification?
The new regime is significantly broader than its predecessor. It applies to any acquisition that triggers the mandatory notification thresholds, not just large-scale M&A deals and importantly, not just acquisitions that raise competition issues.
Broadly, the following types of acquisitions are covered by the new regime:
- Acquisitions of shares
- Acquisitions of units in unit trusts
- Acquisitions of interests in managed investment schemes
- Acquisitions of assets
“Assets” are broadly defined to include any legal or equitable interest, encompassing leasehold interests, intellectual property rights and licences, business assets, and any other interests used in or forming part of a business in Australia.
The acquisition must be “connected with Australia,” meaning the target entity carries on business in Australia, or the asset being acquired is used in or forms part of a business carried on in Australia.
Notification Thresholds
Now, here is the important part.
The relevant notification thresholds have been introduced in two phases to allow businesses time to adjust to the most complex aspects of the regime. These are as follows.
Note that if a transaction, or the parties to a transaction, trigger these notification thresholds, the transaction must be notified to the ACCC regardless of whether or not the transaction is likely to give rise to anti-competition concerns.
General economy wide thresholds (applies from 1 January 2026)
| Category | Thresholds | Key Concepts & Definitions |
|---|---|---|
| Acquisitions resulting in large merged groups | Combined Australian revenue of transaction parties ≥ $200 million
AND Target Australian revenue ≥ $50 million OR Global transaction value ≥ $250 million |
Transaction parties: Includes acquirer (and its connected entities) + the target (and its connected entities / for asset sales, the revenue attributable to those assets
Australian revenue: Gross revenue from transactions within or into Australia for the most recent 12-month financial reporting period Transaction value: The greater of consideration paid or market value of shares/assets being acquired Connected entities: related entities or entities controlled under s50AA Corporations Act Asset acquisitions: only captured if the assets form all or substantially all of the business |
| Acquisitions by very large acquirers | Acquirer group Australian revenue ≥ $500 million
AND Target Australian revenue ≥ $10 million |
Serial / creeping acquisition thresholds (applies from 1 January 2026)
| Category | Thresholds | Key Concepts & Definitions |
|---|---|---|
| Serial acquisitions – by large acquirers | Combined Australian revenue of transaction parties ≥ $200 million
AND Cumulative Australian revenue from acquirer acquisitions in past 3 years ≥ $50 million (for same/substitutable goods or services) |
3-year lookback: Captures acquisitions made in the previous 3 years from the current acquisition date.
Same or substitutable: Acquisitions that predominantly involve products or services that are the same as or substitutable for each other Excluded from accumulation: Previously notified acquisitions (except those notified under serial thresholds), acquisitions with revenue less than $2 million, assets with market value less than $2 million, assets no longer held, share acquisitions without control, non-Australian acquisitions |
| Serial acquisitions – by very large acquirers | Acquirer group Australian revenue ≥ $500 million
AND Cumulative Australian revenue from acquisitions in past 3 years ≥ $10 million (for same/substitutable goods or services) |
Asset-specific thresholds (applies from 1 April 2026)
| Category | Thresholds | Key Concepts & Definitions |
|---|---|---|
| Asset acquisition – by large acquirers | Acquirer group Australian revenue ≥ $200 million
AND Global transaction value ≥ $200 million AND Assets are NOT all or substantially all of a business |
All or substantially all: Where the asset acquisition would enable the acquirer to effectively continue operating a business similar to that currently operated using the acquired assets
These thresholds target discrete asset acquisitions rather than complete business acquisitions |
| Asset acquisition – by very large acquirers | Acquirer group Australian revenue ≥ $500 million
AND Global transaction value ≥ $50 million AND Assets are NOT all or substantially all of a business |
Voting Power thresholds (applies from 1 April 2026)
| Category | Thresholds | Key Concepts & Definitions |
|---|---|---|
| Unlisted companies (not widely held) | Voting power increases from ≤20% to >20% | Only notifiable if general thresholds are also met |
| All body corporates | Voting power increases from 20-50% to ≥50% | Only notifiable if general thresholds are also met |
| Chapter 6 entities | If acquirer already has control: voting power increases from ≤20% to >20%.
If acquirer does not have control: voting power increases from less than 20% to ≥50% |
Chapter 6 entity: Entities subject to Chapter 6 of the Corporations Act (publicly listed entities)
Only notifiable if general thresholds are also met |
Targeted Thresholds: Currently, supermarkets face additional industry-specific thresholds. The Government has indicated this approach may expand to other sensitive sectors such as pathology and radiology. It’s important to note that even if an acquisition falls within an exemption or an above threshold is not triggered, the general prohibition in section 50 of the CCA against acquisitions that substantially lessen competition continues to apply.
Notification Pathways
There are various transaction notification pathways depending on the nature and complexity of the proposed acquisition. Parties can seek an exemption waiver to avoid notification requirements altogether (if certain criteria apply – see below), or if necessary, proceed through the formal notification process initially via the Phase 1 review pathway, and then if directed to by the ACCC, the Phase 2 review pathway. Each pathway has distinct timeframes, assessment criteria, and procedural requirements that practitioners must carefully navigate to ensure regulatory compliance. The tables below summarise the key features, timelines, and strategic considerations for each notification pathway.
| Notification Waiver | Filing fee: $8,300
Timeframe: ACCC decision within 25 business days (however the ACCC has indicated that they will endeavour to provide decisions within 10 – 15 business days) Suitability: Straightforward acquisitions that do not raise competition issues and can be assessed based on provided information without investigation or market consultation Process/form: Paper-based assessment waiver form, ACCC will not engage with third parties Public listing: All waiver applications are listed on the ACCC’s public register before determination Outcome: If granted, removes the formal obligation to notify, but the acquisition remains subject to section 50 scrutiny The ACCC has made clear that waivers are intended for transactions where there is a low risk of competition concerns. However, obtaining a waiver does not provide immunity from subsequent ACCC action if the transaction actually does substantially lessen competition. |
| Phase 1 Review | Filing fee: $56,800
Timeframe: ACCC decision may take up to 30 business days (earliest approval is 15 business days after notification) Process/form:
Public listing: All Phase 1 review applications are listed on the ACCC’s public register before determination Outcome: Either transaction clearance granted (with our without conditions), or the transaction is directed to progress to Phase 2 (see below) The ACCC has indicated that the majority of acquisitions should be suitable for the short form process. The long form process will be used for more complex transactions that require deeper analysis of competitive effects. |
| Phase 2 Review | Filing fees (in addition to Phase 1):
Timeframe: ACCC decision may take up to 120 business days (including the Phase 1 period). Phase 2 review lasts up to 90 business days Process/form: No additional form required to that already provided in Phase 1, but ACCC will undertake more extensive investigation, including detailed market inquiries and stakeholder consultation Public listing: All Phase 2 review applications are listed on the ACCC’s public register before determination (same as for Phase 1) Outcome: Either transaction clearance granted (with or without conditions), or transaction not approved altogether. |
| Public Benefits Review Phase | Filing fee: $401,000
Timeframe: Up to 170 business days total (including Phases 1 and 2). Public benefits phase lasts up to 50 business days Process/form: Special application form for public benefit determination A transaction party can only initiate a public benefit application if the ACCC has completed its Phase 2 review and made a decision not to approve the acquisition or to approve it with conditions. |
The “Assessment Test”
When it receives a notification the ACCC must determine whether the notified acquisition would have the effect, or be likely to have the effect, of substantially lessening competition in any market.
The ACCC’s merger assessment guidelines outline the analytical framework it will apply to a notification, including consideration of market definition and concentration, competitive dynamics and constraints, barriers to entry and expansion, unilateral and coordinated effects, vertical and conglomerate effects, entry and expansion analysis, and countervailing factors.
Exemptions from Notification
The new regime includes several exemptions from notification, though these are relatively narrow.
General exemptions
- Acquisitions in the ordinary course of business
- Acquisitions where parties already control the target (pre-1 April 2026)
- Internal corporate reorganisations between connected entities
- Acquisitions of listed securities through normal trading (subject to conditions)
Industry-specific exemptions
- Certain land transactions (including sale-and-leaseback arrangements)
- Financing arrangements and security interests
- Financial markets operations
- Specific superannuation industry transactions
Further information regarding these exemptions, and what criteria must be satisfied for them to be accessed, can be provided on request.
Practical Implications for Business and Dealmakers
Given the complexity of the new regime, businesses and entities, as well as dealmakers and advisers, that might engage with it, or undertake a transaction which might be captured by it, should consider the following:
- Transaction timing: The mandatory regime fundamentally changes M&A timelines in Australia. Even straightforward transactions that previously might not have needed to be notified now require at least 15 business days for ACCC review (assuming a Phase 1 clearance via the short form procedure). More complex transactions could take 4-5 months or longer.
- Public disclosure: Notified transactions are publicly disclosed on the ACCC’s public website within one business day of notification. This means transactions may need to be publicly announced earlier than under the old regime, stakeholder engagement (employees, customers, suppliers) may need to commence earlier, confidentiality strategies need to be reassessed, and market-sensitive information disclosure obligations should be carefully managed.
- Pre-notification engagement: The ACCC expects parties to engage before formally lodging a notification, particularly for transactions likely to require long-form notification. This pre-notification phase allows discussion of likely information requirements, identification of potential competition issues, assessment of which form (short or long) is appropriate, and consideration of potential undertakings or modifications. Early engagement can streamline the formal review process and reduce the risk of delays.
- Serial acquirers: Businesses pursuing growth through multiple acquisitions must now implement systems to track acquisitions on a rolling basis, maintain a three-year lookback of acquisition activity by market and transaction size, assess each potential acquisition against cumulative thresholds, and consider the strategic impact of crossing serial acquisition thresholds.
- Record keeping: The three-year lookback period for serial acquisitions creates ongoing compliance obligations. Businesses should maintain detailed records of all acquisitions, including transaction values and target revenues, document market definitions and substitutability assessments, track historical competition analyses, and preserve transaction documents for potential future notification requirements.
- Deal documentation: Transaction agreements should account for the new regime through appropriate conditions precedent for ACCC clearance, allocation of notification costs and responsibilities, termination rights if clearance is delayed or denied, reverse break fees or other risk allocation mechanisms, and sunset dates that account for potential ACCC review periods.
- Seek expert advice: Given the regime’s complexity and the significant penalties for non-compliance, engage competition law specialists early in transaction planning.
Enforcements and Penalties
The ACCC has made clear that it will actively enforce the new regime, including seeking urgent injunctions to prevent completion of non-notified acquisitions, taking post-completion action against parties who complete acquisitions without clearance, imposing substantial penalties for breach of notification requirements, and pursuing transactions that fall below thresholds but still substantially lessen competition under section 50 of the CCA.
The automatic voiding provision means that acquisitions completed without required clearance are void as a matter of law, potentially creating significant legal and commercial complications for parties.
Conclusion
The new ACCC merger regime represents the most significant overhaul of Australian merger control in half a century. Its mandatory, suspensory nature and broad thresholds mean that many more transactions will require formal regulatory approval, with attendant impacts on transaction timing, costs, and transaction structuring.
While the regime creates new compliance obligations and extends transaction timelines, it also provides greater certainty through defined processes and statutory timeframes. For businesses engaged in M&A activity, the key is early preparation, careful threshold assessment, and strategic engagement with the ACCC.
At Cornwalls, we are closely monitoring developments in this space and are available to assist clients in navigating the new regime, from initial threshold assessment through to successful clearance.
Queries
For further information please contact the author, or any member of our Corporate & Commercial team.
Disclaimer
This information and the contents of this publication, current as at the date of publication, is general in nature to offer assistance to Cornwalls’ clients, prospective clients and stakeholders, and is for reference purposes only. It does not constitute legal or financial advice. If you are concerned about any topic covered, we recommend that you seek your own specific legal and financial advice before taking any action.