Major Overhaul of Australia’s Merger Control Regime to commence on 1 January 2026

The Australian Competition and Consumer Commission (ACCC) is in the process of implementing a sweeping reform of Australia’s merger control framework.

Under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024, Australia will transition from a judicial enforcement model to a mandatory notification regime (previously voluntary) regime for merger control.  Notifiable transactions cannot proceed unless the ACCC provides clearance.  There are substantial filing fees.

Key dates

• 1 July 2025 – 31 December 2025: is the voluntary notification period under the new regime
• 1 January 2026: the new regime formally commences, meaning mandatory notification and clearance required for acquisitions that meet the notification thresholds.

Businesses contemplating mergers or acquisitions should begin assessing whether their transactions will trigger notification thresholds and plan accordingly.

Key changes

Under the new regime:

Mandatory Notification: Acquisitions meeting specified thresholds (see below) must be notified to the ACCC and cannot proceed until cleared.

Defined Thresholds: Notification is required where the transaction meets certain revenue, transaction value, and control thresholds.  Specifically:

• Only acquisitions involving control (as defined under the Corporations Act, including where there is an acquisition of 20% of more of voting power) and a connection with Australia (i.e. where the target carries on business in Australia) are captured.
• A transaction must be notified if:

1. 1. The acquisition will result in a large corporate group: i.e. the combined Australian revenue of the acquirer and the target is equal to or greater than AUD200 million; and either
      • the target’s Australian revenues are equal to or greater than AUD50 million; or
      • the global transaction value is equal to or greater than AUD250 million.
   2. The acquirer is a large corporate group: i.e. the acquirer’s Australian revenue is equal to or greater than AUD 500 million and the target’s Australian revenues are greater than or equal to AUD 10 million; or
   3.  It is a creeping acquisition; for example, where the cumulative revenue from similar acquisitions in the past 3 years is greater than or equal to AUD50 million (or AUD10 million where the acquirer is a large corporate group).

The ACCC is the First Decision-Maker: The ACCC will then assess and approve transactions before they are implemented.

Public Register & Transparency: Notified transactions will be published, including the ACCC’s decisions and reasoning.

Filing Fees Introduced: Tiered fees apply depending on the transaction value and review phase.  For transactions of $50 million or less, the filing fee is AUD 475,000.  For transactions above AUD 50 million and less than AUD 1 billion , the filing fee is $855,000.  There is an exemption for applications made by a small business.

Merger control process

After an acquisition is notified, the ACCC will assess whether it would be likely to substantially lessen competition.

The ACCC must complete a Phase 1 assessment within 30 business days, subject to any extensions. However, the earliest the ACCC may approve an acquisition is after 15 business days, in order to ensure transparency via the acquisitions register.

If it is considered that further assessment is required, the ACCC will then move to Phase 2, which can continue for up to 90 business days. This period can also be extended in some circumstances.

The ACCC may then either approve the acquisition; not approve it; or approve it subject to conditions.  If the ACCC does not approve an acquisition or approves it with conditions, then the parties may apply for approval based on the likely public benefits and detriments. The ACCC has up to a further 50 business days to consider public benefit applications, subject to any extensions.

Exemptions

Certain transactions are exempt, including:

• Internal restructures;
• Insolvency-related acquisitions by external controllers (but not acquisitions from these persons);
• Some routine financial and property transactions; and
• acquisitions of entities with revenue of less than AUD2 million.

However, the ACCC retains discretion to require notification for designated classes of acquisitions, including those involving major supermarkets and potentially also digital platforms.

Conclusions

These are very material changes to the Australian M&A landscape, which take effect in January 2026.  As well as substantial penalties for non-compliance, notifiable transactions which proceed without clearance  can be voided and are subject to enforcement action including injunctions and divestment orders.

Thus, businesses potentially affected by these changes should engage with the ACCC well before 2026 to avoid delays.  Additionally, transactions initiated in 2025 may need to be re-notified if not completed before year-end.