On 1 January 2026, Australia’s new merger clearance regime went live and it’s a game changer for M&A in Australia. Both local and international dealmakers will need to rethink strategy, timing and risk, as ACCC notification becomes mandatory for certain acquisitions linked to Australia, even where there’s no competitive overlap.
Here’s what you need to know, now.
10 Key Aspects of the New Regime
- The regime is mandatory and suspensory for notifiable deals that complete from 1 January 2026, with the ACCC as the primary decision maker.
- The types of acquisitions covered are far broader than under current regime.
- Notification thresholds are low and apply even if there is no competitive overlap between the buyer and seller, with a 3-year lookback.
- A notification waiver process is being offered by the ACCC for low-risk deals from 1 January 2026. This will largely be a public process.
- Detailed, very prescriptive up-front information requirements are going to require huge front-end effort by merger parties.
- Fixed mandatory timelines for ACCC determinations are a positive, but these will be subject to clock stops and extensions.
- Substantial and cumulative filing fees depending on transaction value are payable on filing and even if a deal falls over. It’s a user pays system.
- Transparency and publicity will increase due to the ACCC’s acquisitions register and ACCC decisions being published.
- With limited exceptions, there will be no confidential review of deals by the ACCC outside of pre-notification engagement. The ACCC routinely expects engagement ahead of filing for all deals.
- There can be no notification without deal certainty (eg. heads of agreement, preferred bidder status), but the ACCC can consider waiver applications where an acquirer is actively engaging in a competitive bid process. Whether this exists will be a question of fact.
When is notification required?
From 1 January 2026, notification is required for an acquisition of shares or assets if:
- The shares or assets to be acquired are connected with Australia;[1]
- For an acquisition of shares, immediately after the acquisition is put into effect, the acquirer (including its associates) obtains control[2] of the body corporate[3];
- The acquisition meets any of the notification thresholds in Table 1; and
- No exemption is available[4] or no waiver has been granted by the ACCC.
Significant penalties apply if a transaction requiring notification is not notified to the ACCC before completion. Further, the transaction is void.
Table 1: Notification Thresholds from 1 January 2026
| Acquisitions of shares or all or substantially all the assets [5] of the business resulting in large or larger corporate groups |
|
| Acquisitions of shares or all or substantially all the assets of the business by very large corporate groups |
BOTH of the below
|
| Acquisitions of discrete assets (not all or substantially all the assets of the business) by large corporate groups |
BOTH of the below
|
For acquisitions which complete on or after 1 April 2026, the merger regime is amended as follows:
- Voting power thresholds for share acquisitions – notification is also required for acquisitions of shares which: (i) satisfy conditions 1, 3, and 4 above; (ii) do not result in the acquirer group obtaining control; but (iii) meet the voting power thresholds in Table 2:
Table 2: Voting Power Thresholds for acquisitions completing on or after 1 April 2026
| Target | Increase in voting power of acquirer group |
| Proprietary company [8] | From < 20% to > 20% |
| All companies | From > 20% to > 50% |
| Public company[9] (already controlled) | From < 20% to > 20% |
| Public company[10] (not controlled) | From < 20% to > 50% |
- Amended notification thresholds for discrete asset acquisitions – notification is also required for acquisitions of assets which: (i) satisfy conditions 1 and 4 above; (ii) do not involve the acquisition of all, or substantially all, the assets of a business; and (iii) meet the notification thresholds in Table 3:
Table 3: Notification Thresholds for acquisitions completing on or after 1 April 2026
| Acquisitions of discrete assets by large corporate groups |
BOTH of the below
|
| Acquisitions of discrete assets by very large corporate groups |
BOTH of the below
|
What are the practical implications for deals?
Higher compliance costs + risk for more deals: The new regime creates new legal and commercial risks and higher compliance costs for a wide range of transactions outside of classic “M&A” deals. The stakes are high as failure to notify can void transactions and lead to significant penalties.
Deal strategy must change: Buyers and sellers must assess merger risks early, every time, at the front-end of deals, to understand the implications for deal timing and deal execution.
More seller risk + buyer scrutiny: With more deals caught, the ACCC not reviewing multiple competitive bids and no confidential clearance being possible, sellers may need reverse break fees, and divestiture commitments. On the flip side, buyers will demand deeper due diligence.
Negotiation shifts: Expect robust discussion about filing fees and regulatory cost sharing.
Deal timelines will increase: Early ACCC pre-notification engagement is essential well ahead of filing. Whilst the ACCC is committed to making the regime work and expects to green-light 80% of deals within 15-20 business days, the ACCC can stop the clock on the statutory timeframes (or delay the clock starting). Even simple deals that are notifiable won’t be able to close until around 5 weeks post-filing (factoring in an appeal period).
Higher review risk: The ACCC as the primary decision-maker can escalate deals to a lengthy, costly Phase 2 review if it has competition concerns.
Updated conditions precedent: Modified clearance-related conditions precedent must be integrated into deal documentation that are framed as positive obligations, as well as cooperation obligations and exit rights.
Non-competes: Must be proportionate and necessary to protect goodwill otherwise they risk being declared unlawful.
Gun-jumping risk: A notifiable deal can’t be put into effect until it’s been cleared by the ACCC (or a waiver is granted), so make sure no there’s no integration ahead of this.
Increased challenge risk: There is greater scope for third-party complaints to disrupt deals by triggering reviews of ACCC determinations.
The Addisons Competition/Antitrust & Consumer Team is ready to help you navigate the new merger regime. Contact us for tailored, commercial advice that helps get your deals done.
You can download our current Addisons Merger Control Guide by visiting this link.
1 This is a question of fact concerning the nature and regularity of the target’s transactions or activities in AU.
2 This is broader than the Corporations Act definition. It means the capacity to determine the outcome of decisions regarding the target’s financial or operating policies, and includes joint control with an associate and control by a special purpose vehicle.
3 For acquisitions which complete on or after 1 April 2026, it will be necessary to consider not only whether an acquisition of shares will result in control being obtained by an acquirer but also whether, even if control is not obtained, certain voting power thresholds are reached. See Table 2.
4 The exemptions are detailed and technical. You should seek specific legal advice on whether any exemptions may apply.
5 This is a question of fact and captures asset acquisitions which would enable the acquirer to effectively continue operating a business that is similar to the business currently operated using the acquired assets.
6 If AU revenue of the target > A$2 million, then a 3 year “look back” is required. This will capture previous acquisitions by the acquirer group of similar targets > A$2 million, subject to some exceptions.
7 This threshold applies for acquisitions which complete before 1 April 2026 only. For acquisitions which complete on or after 1 April 2026, different thresholds will apply for large and very large acquirer groups. See Table 3.
8 A body corporate which is not a Chapter 6 entity (i.e. an AU listed company, listed scheme, or large unlisted company with > 50 members) or listed for quotation in the official list of an approved stock exchange.
9 A Chapter 6 entity (i.e. an AU listed company, listed scheme, or large unlisted company with > 50 members).
10A Chapter 6 entity (i.e. an AU listed company, listed scheme, or large unlisted company with > 50 members).