The most significant change to Australian merger law in decades tookeffect on 1 January 2026, and its consequences are still working through dealrooms across the country. Under the new Part IVA of the Competition andConsumer Act 2010 (Cth), the ACCC merger notification regime is nowmandatory and suspensory. Acquisitions that meet the prescribed thresholds mustbe notified to the regulator, and completion is prohibited until the ACCCgrants approval or a waiver.

This replaced a voluntary system under which the ACCC conducted roughly300 informal merger reviews a year, and the shift is more than procedural.Under the old regime, parties to a mid-market deal could form their own view oncompetition risk and complete without regulatory engagement. Under the mandatorymerger regime, the question is no longer whether a transaction raisescompetition concerns but whether it crosses a monetary line, and plenty ofunremarkable transactions do.

The thresholds are set by ministerial determination, refined byamendments registered on 18 December 2025 shortly before commencement. In broadterms, notification is required for control transactions where the combinedAustralian revenue of the acquirer group and target is at least $200 millionand the target's Australian revenue is at least $50 million, with analternative transaction value test, together with separate thresholds designedto capture large acquirers buying smaller targets and serial acquisitions,including where cumulative Australian revenue from the target and similaracquisitions over the previous three years reaches $50 million. The serialacquisition capture deserves particular attention from anyone running a roll-upstrategy, because a sequence of individually modest bolt-ons can now aggregateinto a notifiable position. The precise tests and exemptions sit in theCompetition and Consumer (Notification of Acquisitions) Determination 2025, andthe ACCC maintains guidance on its thresholds page.

Timing is the dimension that most affects deal execution. A Phase 1determination can take up to 30 business days from the effective notificationdate, with the earliest possible approval at 15 business days, and waiverapplications can take up to 20 business days. Once approved, transactions mustcomplete within 12 months of the ACCC's decision. Those windows now need to beengineered into exclusivity periods, funding commitments and conditionsprecedent. A debt facility with a 90 day availability period may simply notsurvive a contested clearance process, and break fee negotiations increasinglyturn on

William Buck's 2026 dealmaking analysis records that regulatory change acceleratedM&A in Australia late in 2025 as buyers and sellers pushed to completeahead of the new regime, a pull-forward that says a great deal about howdealmakers price regulatory friction. Since commencement, the ACCC has reportedthat notifications and waivers received to 31 March 2026 were tracking in linewith expectations.

There are sensible carve outs, with Norton Rose Fulbright noting thatacquisitions occurring during external administration benefit from exemptionarrangements, which preserves the ability to execute distressed M&A at thespeed insolvency timetables demand. Even so, the interaction betweenadministration deadlines and clearance mechanics is exactly the kind of issuethat kills deals when discovered late, and well advised buyers of distressedassets have their lawyers confirm the position at the outset rather than assumeit.

The pattern emerging among well advised mid-market acquirers is earlythreshold analysis on every transaction with competition counsel involved fromthe start, pre-notification engagement with the ACCC where the position isunclear, waiver applications for deals with no genuine competitive overlap, andtransaction documents drafted with clearance timelines built in rather thanbolted on. The regime rewards preparation, and in competitive processes thebidder who has already mapped the regulatory path will increasingly be thebidder who wins.

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Sources

  • ACCC,Merger control regime:https://www.accc.gov.au/business/mergers-and-acquisitions/merger-control-regime
  • ACCC,Thresholds for notifying acquisitions:https://www.accc.gov.au/business/mergers-and-acquisitions/thresholds-for-notifying-acquisitions
  • White& Case, The transition to mandatory merger control in Australia:https://www.whitecase.com/insight-alert/transition-mandatory-merger-control-australia-key-parameters-new-regime
  • OpportunaLegal, ACCC merger regime changes 2026:https://www.opportunalegal.com.au/single-post/accc-merger-regime-changes-2026-mandatory-notification-thresholds-exemptions-and-bright-line-test/
  • NortonRose Fulbright, Australia's new mandatory merger control regime:https://www.nortonrosefulbright.com/en-au/knowledge/publications/06692609/australias-new-mandatory-merger-control-regime
  •  WilliamBuck, Dealmaking Insights Report 2026:https://williambuck.com/tools/dealmaking-insights-report-2026/ma-activity/
  • GlobalLaw Experts, Australia new merger laws 2026:https://globallawexperts.com/australia-new-merger-laws-2026-accc-notification

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