From 1 January 2026, Australia will move from its long-standing voluntary and informal merger clearance framework to a mandatory and suspensory merger control regime administered by the Australian Competition and Consumer Commission (ACCC) under the Competition and Consumer Act 2010 (Cth) (CCA).
The move aims to improve transparency, consistency and early oversight, blocking anticompetitive mergers upfront, rather than after the fact, bringing Australia into line with jurisdictions like the EU and US.
Key Takeaways
Regulatory engagement – For international investors accustomed to the UK or EU regimes, the need to factor in regulatory engagement early in the process will be familiar. For many domestic Australian dealmakers, however, this represents a significant cultural shift. Competition analysis will need to form part of deal feasibility, valuation and risk allocation from day one.
Last date for informal review – The ACCC has indicated that it remains open until 1 December 2025 to receiving requests for informal review for very simple merger matters (raising no real competition concerns). With any assessment, there is a risk that it may not be considered in time, and a filing under the new regime may be required.
No more voluntary clearance – From 1 January 2026, notification is mandatory if the monetary thresholds are met, and parties cannot take steps to complete a transaction after this date until ACCC clearance is received or an exemption is granted. Transactions should include conditions precedent relating to ACCC clearance conditions where applicable.
No clearance = no deal – The stakes are high. Completing a notifiable acquisition without ACCC approval is a breach of the CCA and could trigger enforcement action and large penalties up to AU$50 million or AU$2.5 million for individuals. In addition, the transaction will be automatically void.
Increased time and cost – Transactions will be subject to formal Phase 1 (30 business days) and, if required, Phase 2 (up to 90 business days) reviews. We recommend parties plan for the time (and associated costs) to prepare filings and for possible remedies and negotiations. Substantial new fees apply to each phase and are cumulative. Parties involved in concentrated markets or global transactions, or that may be required to provide a remedy, are encouraged to engage in early prenotification conferral with the ACCC to reduce the need for follow-up information requests and to avoid delay in the determination period.
Information burden – Corporate development teams, private equity sponsors and legal advisors should integrate Australian competition screening into their standard M&A workflow (as many already do for the US, EU, UK and elsewhere). Parties should expect substantial document collection and a requirement for competition analysis prefiling. That means:
(a) Mapping relevant product and geographic markets early
(b) Collecting Australian revenue and customer data at the heads of agreement stage, including three-year Australian-based revenues, market share estimates and lists of customers/competitors
(c) Assessing cumulative acquisitions in the last three years for threshold purposes
