New year, new rules: what Australia’s 2026 merger reforms mean for dealmakers

The headline shift

From 1 January 2026, Australia has entered a new era of merger regulation. The long‑standing voluntary merger review framework has been replaced by a mandatory, suspensory, and administrative clearance regime, fundamentally changing how businesses must approach acquisitions, investments and corporate restructures.

The reforms represent the most significant overhaul of Australian merger law in over 50 years, shifting decision‑making power firmly to the Australian Competition and Consumer Commission (ACCC) and introducing strict pre‑completion clearance requirements for a broad range of transactions.

For boards, deal‑makers and in‑house legal teams, the message is clear: merger control is now a core deal‑planning issue, not an optional regulatory consideration.

From voluntary to mandatory notification

Under the previous regime, parties could self‑assess whether to seek informal ACCC clearance. That option is now gone. From 1 January 2026, acquisitions that meet prescribed monetary and control thresholds must be notified to the ACCC and cannot complete until approval is granted or a waiver is issued.

Transactions completed in breach of the regime are:

• legally void;
• exposed to significant civil penalties; and
• subject to potential unwinding orders and enforcement action.

This effectively establishes a “no clearance, no completion” rule.

What transactions are caught?

The regime captures acquisitions of shares and assets “connected with Australia” (where the relevant entity carries on business in Australia), including unit trusts, managed schemes, partnerships, and a broad class of assets spanning real estate and IP.

Importantly, asset purchases and partial interests, which have often been overlooked under the old system, may now require notification.

Control is assessed on practical influence over financial and operating policies, including joint control with associates. From 1 April 2026, acquisitions of shares will need to be notified if they meet any of the new ‘bright line’ tests even if they do not result in control, being:

• Acquisition of shares in a company that is not a Chapter 6 entity or listed on a foreign approved stock exchange, where the acquirer’s voting power increases from <20% to >20%.
• Acquisition of shares in any body corporate (listed or unlisted, foreign or domestic), where the acquirer’s voting power moves from >20% but <50%, to an end point that is >50%.
• Where the target is a Chapter 6 entity, and:
  • The principal party already controls the target, and the voting power moves from < 20% to > 20%.
  • The principal party does not control the target immediately before or after the acquisition, and the voting power moves from < 20% to >50%.

Monetary notification thresholds

An acquisition will be notifiable if the target is connected with Australia and any one of the following monetary gateways is met:

• Economy-wide threshold: where the combined Australian revenue of the merger group (including connected entities) exceeds AUD $200 million and either:
• target group Australian revenue exceeds AUD $50 million; or
• global transaction value exceeds AUD $250 million.
• Large acquirer threshold: acquirer group Australian revenue exceeds AUD $500 million and target group Australian revenue exceeds AUD $10 million.
• Cumulative acquisitions threshold: for acquisitions in the same or substitutable goods/services over three years, combined Australian revenue exceeds AUD $200 million (or AUD $500 million for very large acquirer) and cumulative Australian revenue of acquired targets exceeds AUD $50 million (or exceeds AUD $10 million for very large acquirer), with a de minimis exclusion for targets less than AUD $2 million revenue and other carve-outs. The three‑year lookback applies retrospectively to acquisitions before 1 January 2026 for threshold purposes.

For asset acquisitions, from 1 April 2026, the previous rule allowing for a 20% market value fallback calculation for asset acquisitions will no longer apply. Instead, if the acquisition involves all or substantially all of a business’s assets, the relevant amount for meeting the monetary notification threshold is the Australian revenue generated by those assets, as far as it relates to the business. If the asset being acquired is less than all or substantially all of the business’s assets, the transaction value threshold is what counts for notification.

Targeted notification requirements also apply to certain sectors, with major supermarkets and high‑concentration industries under heightened scrutiny.

Control exemption, bright lines and Chapter 6

Generally, notification isn’t required if the acquirer does not gain or increase control, or already holds control. However, from 1 April 2026, notification will be triggered when certain voting power thresholds are crossed, even if “control” isn’t acquired. Specifically, notification is needed if voting power increases above 20% for Chapter 6 entities and unlisted entities (with some safe harbour exceptions), and at or above 50% for any entity. These rules aim to clearly capture situations of material influence or majority control, including when stakes are built up over time.

Statutory timelines and process

The new regime introduces fixed statutory review periods, requiring deal teams to build regulatory timing into transaction documents. Typical timeframes include:

• Phase 1 review: approximately 15–30 business days
• Phase 2 review (if required): up to 90 additional days

Extensions apply where remedies are proposed or information requests are issued.

A 14‑day post‑clearance waiting period applies to allow for Australian Competition Tribunal review applications.

The ACCC has provided guidance on when to use the short form or long form notification. The long form is recommended if certain market share thresholds are met, or where there are vertical or conglomerate overlaps and interactions in the transaction.

The ACCC has publicly indicated it expects around 80% of transactions to be cleared within the initial review period, particularly where competition issues are limited or a notification waiver is granted.

Filing fees are substantial: a Phase 1 notification fee is AUD $56,800, while applying for a waiver is AUD $8,300. If a transaction moves to Phase 2, fees increase considerably based on the deal’s value (for example, AUD $475,000 for transactions under AUD $50 million, and AUD $855,000 for those between AUD $50 million and AUD $1 billion).

Notification waivers: a strategic tool

Recognising that some transactions pose minimal competition risk, the reforms introduce a notification waiver process. Notification waivers are available for low‑risk deals, with a targeted process intended to be fast and lower cost, up to 25 business days and with post‑decision publication to the acquisitions register (subject to narrow exceptions for surprise hostile bids and certain financial sector transfers).

Where granted, the waiver removes the obligation to notify entirely. However, waivers are discretionary, detailed submissions may still be required, and the ACCC may impose conditions or refuse applications.

Early engagement with the ACCC is therefore critical, particularly for transactions in concentrated markets or involving serial acquisitions.

Consequences

If a notifiable acquisition is completed without ACCC approval or a granted waiver, it is automatically considered void, putting the parties at risk of penalties. Although the ACCC has indicated that changes to the automatic voiding rule might be considered, current deal planning must assume that transactions will be void from the outset.

Additionally, the ACCC has made clear that it will not offer informal guidance on matters that fall below notification thresholds. Even if transactions are under these thresholds, they are still subject to the section 50 (SLC prohibition) and could be investigated or challenged by the ACCC after completion.

Increased transparency and risk

All notified acquisitions are published on a public register, significantly increasing deal visibility. Competitors, customers and suppliers can now monitor transactions in real time, heightening commercial sensitivity, reputational risk, and the likelihood of third‑party complaints or ACCC intervention.

This transparency underscores the need for carefully managed communications strategies alongside legal compliance.

Practical implications for dealmakers

The new regime has immediate consequences for how transactions are structured and negotiated. For private equity, digital platforms and acquisitive corporates, cumulative acquisitions will be scrutinised more closely than ever.

In addition to heightened scrutiny, dealmakers must now factor in extended transaction timelines associated with the new notification and review processes. The requirement for ACCC engagement and potential Phase 2 investigations means that deals may take longer to reach completion, particularly for complex or high-profile transactions. Parties should account for these timing considerations when negotiating exclusivity periods or planning completion dates, as delays can impact commercial certainty and financing arrangements.

Furthermore, the increased regulatory steps may necessitate early due diligence and more robust transaction planning. Coordinating regulatory submissions with other approval processes, such as FIRB, is essential to avoid bottlenecks and ensure smooth execution. These timing pressures reinforce the need for clear communication between all stakeholders and proactive management of deal milestones.

Sale agreements will need robust ACCC conditions precedent, longer sunset dates, MAC constructs tied to regulatory milestones, and warranties around data underpinning thresholds and cumulative acquisitions.

Action plan for 2026 pipelines

1. Check thresholds early: At the term sheet stage, analyse Australian revenue and include all related entities, as well as cumulative acquisitions over the past three years, broken down by product or service.
2. Select the right process: If the deal is low-risk, below the ACCC’s guidance thresholds, and involves clear-cut adjacent markets, a notification waiver may be considered to save time and costs, bearing in mind transparency and publication requirements. If there are overlaps or vertical connections close to the ACCC’s long-form review triggers, prepare for more in-depth review and diligence.
3. Plan for realistic timelines: Assume it will take at least five weeks from effective notification to completion, and build in extra time for possible Phase 2 reviews or remedies. Coordinate regulatory engagement alongside FIRB/foreign investment and other approvals, and time your announcements and stakeholder communications to match early public disclosure on the acquisitions register.
4. Maintain good records for serial acquisitions: For roll-up strategies, keep an up-to-date list of all acquisitions made in the past three years by substitutable product or service, including those completed before 2026, to track cumulative thresholds and meet ACCC expectations about market aggregation.

Final thoughts

While the reforms aim to promote competition and transparency, they undeniably increase complexity, cost and execution risk for businesses. Successful transactions in this new environment will be those that, identify notification risk early, engage strategically with regulators and integrate competition law analysis into commercial deal‑planning from day one.

As we move through 2026, businesses that adapt quickly will be best placed to navigate, and capitalise on, Australia’s transformed merger landscape.

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