Australia’s new mandatory merger control regime has received its first significant refinement, with amendments to the Competition and Consumer Act 2010 (Cth) taking effect on 16 September 2026.
The changes address some of the practical difficulties identified since the new regime commenced on 1 January 2026. For businesses undertaking Australian mergers and acquisitions, particularly mid-market transactions, they provide welcome additional certainty.
However, the fundamental rule has not changed: acquisitions that meet the notification thresholds must generally be notified to the Australian Competition and Consumer Commission (ACCC) and cannot complete until approval or a notification waiver is obtained.
A reminder: when is ACCC merger notification required?
Australia moved to a mandatory and suspensory merger regime on 1 January 2026. Broadly, an acquisition may require ACCC notification where:
- The parties have combined Australian revenue of at least $200 million and the target has Australian revenue of at least $50 million, or the global transaction value is at least $250 million; or
- The acquirer has Australian revenue of at least $500 million and the target has Australian revenue of at least $10 million.
Separate rules can also capture serial or “creeping” acquisitions, certain asset acquisitions and acquisitions crossing specified voting power thresholds.
This means ACCC merger clearance is not limited to large public-company transactions. A relatively modest bolt-on acquisition can potentially be caught where the purchaser is part of a substantial corporate or private equity group.
Three important changes to Australia’s merger laws
Failure to notify no longer automatically voids the transaction
Previously, if an acquisition was required to be notified but completed without notification, it was automatically void.
That consequence has now been replaced with a court-supervised process. The ACCC may apply to the Federal Court for an order declaring the acquisition void, together with other remedies such as divestiture.
This removes a potentially severe consequence of an inadvertent failure to notify. It does not, however, make notification optional. Completing a notifiable transaction without clearance remains a breach of the Competition and Consumer Act and may expose the parties to significant civil penalties.
For dealmakers, the practical message remains the same: notification requirements should be considered early in the transaction.
Minority investments and shareholder arrangements receive greater certainty
The amendments also narrow the circumstances in which investors may be treated as “associates” exercising joint control.
This is particularly relevant to private equity investments, joint ventures, consortium acquisitions and minority investments. Ordinary minority shareholder protections, arm’s-length financing arrangements and standard governance provisions are now less likely, by themselves, to cause investors to be treated as jointly controlling a company.
The change should reduce the risk that conventional shareholders’ agreement provisions inadvertently create an ACCC notification requirement.
Care is still required where investors have substantive veto rights, agreements concerning the target’s financial or operating policies, or arrangements to act together.
More flexibility where completion is delayed
An ACCC clearance ordinarily allows the transaction to complete within 12 months.
Under the amended regime, parties can now apply for extensions of up to six months at a time, with multiple extensions available where appropriate. The ACCC will consider the reasons for the delay, whether market conditions have materially changed and whether a fresh notification would be more appropriate.
This should be particularly useful for transactions involving lengthy regulatory approvals, restructuring steps or other conditions precedent.
What does this mean for mid-market M&A?
The refinements make Australia’s merger regime more workable, but they do not reduce the importance of ACCC merger analysis during transaction planning.
Purchasers and sellers should consider notification thresholds before signing, particularly where the buyer is a large corporate group, private equity fund or active consolidator. Transaction documents may also need to address ACCC approval as a condition precedent, cooperation obligations, regulatory risk allocation and the transaction long-stop date.
Where a transaction technically meets the thresholds but presents little or no competition concern, a notification waiver may provide a more efficient pathway. The ACCC currently charges $8,300 for a waiver application compared with $56,800 for a formal merger notification, subject to available small-business fee exemptions.
Australia’s merger regime is now a front-end issue for M&A transactions. Identifying the position early can prevent unexpected regulatory cost, delay and completion risk.
Planning an acquisition or business sale?
Archer Scott can help you assess whether ACCC notification is required and address the implications for your transaction’s timing, structure and documentation. Contact our team to discuss your proposed transaction.
This article provides general information only and does not constitute legal advice.
