Update on the New Merger Control Regime
After decades of operating under a mostly voluntary system, Australia’s merger control regime is about to undergo a significant change with the introduction of the Treasury Laws Amendment (Mergers and Acquisitions Reform) Bill 2024. Passed by the Australian Parliament on the 28th of November 2024, it introduces a mandatory notification system for certain mergers and acquisitions. The new regime will take effect from the 1st of January 2026, with a voluntary notification period already in effect from the 1st of July 2025. (Source: Australian Competition & Consumer Commission)
The goal of the new regime will be to prevent acquisitions that could harm competition, which may in turn lead to higher prices, fewer choices, or reduced quality for consumers and businesses. It is expected to help identify and address potentially anti-competitive transactions before they can reshape markets.
In this article, we’ll look at what’s changing.
What has already changed?
As of 1 July 2025, businesses have two options when seeking mergers:
Continue seeking informal reviews; or
Opt into the voluntary notification process under the new regime.
However, businesses won’t be able to submit new merger applications under the old system. (Source: Australian Competition & Consumer Commission)
What’s expected to change in 2026?
From 1 January 2026, the mandatory and suspensory merger control regime will commence. Under this, businesses will be required to notify the Australian Competition & Consumer Commission (ACCC) of mergers and acquisitions that meet specific thresholds and other requirements.
Once notified, they will be required to await approval from the ACCC to complete the acquisitions.
Which acquisitions should be notified?
Businesses will be required to notify the ACCC of an intended acquisition if:
It falls under the scope of the merger control regime,
It meets the notification threshold or falls under a specific targeted class of acquisition,
It is not subject to an exemption from the notification requirements.
The notification thresholds will be set by the Treasury Minister and will be based on the revenue of the parties involved and the value of the transaction. Additionally, some high-risk acquisitions might be subjected to additional requirements that might be imposed by the Treasury Minister. (Source: Merger Process Interim Guideline)
Learn more details about notification thresholds, specific targeted classes of acquisition and the scope of the merger control regime here.
Types of acquisitions that may fall under the scope of the regime
According to the Merger Process Interim Guideline published by the ACCC, types of acquisitions that may fall under the scope of the regime include:
Acquisition of legal or equitable interest in tangible or intangible assets such as land, property or intellectual property rights.
Share acquisitions, such as changes in shareholding, if they meet the notification threshold.
Acquisitions of units in a unit trust or interests in a managed investment scheme. These will be treated in a similar manner as share acquisitions.
However, acquisitions made in the ordinary course of business are generally excluded unless they involve interests in land or patents, which are specifically captured under the regime.
Who will be exempt?
Certain categories of acquisitions will be eligible for exemptions. This will be outlined in the legislation or by the Treasury Minister. According to the Merger Process Interim Guideline, some key factors businesses can consider to check eligibility for exemptions include:
Does the acquisition result in the change in the control of business?
Does the acquisition result in up to 20% voting power in a publicly listed company or an unlisted widely held entity?
Is it a type of land acquisition, which is specifically excluded under the rules?
Does it fall under a type of acquisition which is described in the Competition and Consumer Act 2010, which may still require notification depending on the circumstances?
In addition, businesses will also be able to apply for a notification waiver, which, if granted, will exempt them from the requirement to notify.
Learn more details on exemptions and the process of notification waiver here.
What happens if I fail to notify?
Failure to notify an acquisition that falls under the regime might result in significant monetary penalties and or an automatic voiding of the acquisition. Once a notification of an acquisition is made, businesses are warned to not proceed with it until approval is received from the ACCC. Failure to do so might also result in significant penalties and consequences. (Source: Merger Process Interim Guideline)
How to notify the ACCC?
The ACCC will be launching an online acquisition portal where businesses will be able to request pre-notification engagement, lodge notification forms and submit payment information. Until the portal is live, businesses are advised to notify the ACCC via email.
ACCC recommends businesses engage with them at least two weeks before they formally lodge notifications to help clarify any potential issues and obtain assistance in planning timelines and any necessary remedial actions.
Learn more details about pre-notification and the fees and charges involved here.
For more information about the process, access the guidance provided on the ACCC website.