Australia’s Merger Playbook for Power Players

As of 1 January 2026, Australia has implemented a mandatory and suspensory merger control regime, replacing its longstanding voluntary and informal merger clearance framework.

Our April 2026 article provides an overview of the new legislative regime administered by the Australian Competition and Consumer Commission (ACCC), explaining the scope of acquisitions captured by the regime, the applicable thresholds and notification requirements for acquisitions across the Australian market. For those businesses regularly engaging in cross-border acquisitions in Australia, particular attention should be paid to the relatively low financial thresholds that may trigger a mandatory obligation to obtain ACCC approval where the acquirer already has substantial Australian turnover. In practice, this means that a broad range of acquisitions, including not only full-control transactions, but also acquisitions of minority interests giving rise to practical control and incremental stake increases, will require careful assessment to determine whether notification is required. Where notification is required, transactions will be subject to substantial lodgement fees and legal costs, and deal timelines will need to accommodate ACCC review. This article explores what businesses need to be aware of under these laws, what acquisitions are captured under the regime, and impacts to the deal process. If your business has substantial existing Australian revenues, you need to be prepared to receive ACCC clearance for acquisitions in Australia, regardless of the perceived level of competitive risks and typical clearance concerns.

The monetary thresholds applying to the mandatory merger control regime are set out below and are low in the context of major conglomerates with operations in Australia. The regime classifies businesses with ≥AU$500 million in annual Australian revenues as “very large acquirers”, and subjects them to approval thresholds on acquisitions of targets with as little as AU$10 million in annual Australian revenue. Beyond these “very large acquirers”, businesses with less existing Australian revenue can be captured by the economy-wide and cumulative acquisition thresholds that consider the Australian revenue of both the acquirer and the target.

These revenue thresholds capture all Australian revenue of the acquiring entity and its subsidiaries, affiliates and other connected entities, meaning the combined annual revenue of the group’s entire Australian operations is under the microscope, not merely revenue in the relevant market or sector to which the transaction relates.

Various international conglomerates with major diversified operations spanning multiple sectors will invariably cross these financial thresholds. Prominent examples of investor categories that may satisfy these financial thresholds include:

• Diversified trading houses and conglomerates – Large multinational trading and industrial conglomerates that hold Australian interests across resources, commodities, agriculture, infrastructure and manufacturing through complex multisubsidiary structures.

• Global financial institutions and asset managers – Major international banks, insurance groups and asset managers with Australian banking licences, investment platforms, funds management operations or insurance underwriting businesses.

• Global technology, industrial and consumer groups – Large multinationals with Australian business services, technology, manufacturing or consumer goods operations.

• Sovereign and state-backed investment vehicles – State-linked conglomerates and investment funds with broad Australian portfolio holdings across multiple sectors.

The business of many firms meeting these monetary thresholds is the acquisition of businesses, assets and other interests in Australia. If those acquisitions result in the acquisition of control of an Australian target (refer to our previous article for a further explanation of control transactions that fall within the mandatory merger regime), mandatory notification will be required for acquisitions meeting the target revenue thresholds set out in the table above.

For major conglomerates (i.e. with Australian revenue of at least AU$500 million) operating in Australia, merger clearance is required for acquisitions with as little as AU$10 million in annual revenue. Any notifiable acquisition that proceeds without ACCC clearance, a statutory exemption or waiver is automatically void under Australian law, and civil penalties may apply. Businesses, including foreign conglomerates, must not complete a notifiable acquisition without first receiving ACCC approval.

If your business engages in the acquisition of businesses in Australia and is likely to meet the monetary thresholds, you need to know the following when undertaking M&A transactions:

• New lodgement fees – The mandatory merger clearance regime imposes new and significant lodgement fees on every notifiable transaction, which will need to be factored into transaction budgets moving forward. The lodgement fee for a “Phase 1” review is AU$56,800, payable on a mandatory basis where the regime is triggered and required even where there are no substantive competition concerns. If your transaction requires a Phase 2 review because competition concerns do arise, subsequent lodgement fees are payable as follows:

  Fee Payable	Deal Value
  AU$475,000	For transactions valued4 ≤AU$50 million.
  AU$855,000	For transactions valued between AU$50 million and AU$1 billion
  AU$1,595,000	For transactions valued ≥AU$1 billion.

  
  Waiver applications (AU$8,300) and public benefits assessments (AU$401,000) are also available and incur additional costs.
  These fees are cumulative and nonrefundable. To date, the ACCC has granted 70 notification waivers (six denied) and approved 39 notifications in Phase 1, with only two notifications being progressed to the in-depth Phase 2 assessment as a result of the ACCC identifying potential competition concerns.

• Additional advisory costs – In addition to lodgement fees, you will incur additional legal and advisory fees associated with the substantial competition analysis, market definition work, calculation of market shares and competitive overlaps, and assembly of the supporting documentation required to apply for and seek clearance under this regime, including deal documents, financial information and competitive data.

• Timeline impact – The mandatory and suspensory regime fundamentally changes the transactional timetable for every notifiable deal. An acquisition cannot close until 14 calendar days after the receipt of ACCC’s approval, and any transaction that does not comply with this timeline is void.
  For Phase 1 reviews, businesses should build in up to 30 business days for review, with the earliest possible approval after 15 business days. If a Phase 2 review is required, the ACCC is entitled to an additional 90 business days for review, with the ability to extend. Notwithstanding these statutory timeframes, the ACCC’s data suggests material efficiency in practice. To date, 91% of acquisitions have been cleared within 20 business days. Waiver applications, in particular, have been determined swiftly, with an average decision time of 11 business days.

• Market information – This new mandatory notice regime requires parties to be across key market data that needs to be provided for review and approval. This means that businesses need to be ready to describe the goods and services most relevant to the transaction, the parties’ principal industries, and any horizontal, vertical or conglomerate overlaps. For very large acquirers that will regularly need to seek approvals, this creates a practical need to maintain up-to-date internal information on Australian business lines, competitors and overlaps so that repeat acquisitions can be assessed and, if necessary, notified without undue delay on the acquisition side. Keeping across this information may require additional staff and administrative processes to ensure M&A activity can continue to flow in line with internal expectations.

Based on available data, we understand there are hundreds of major conglomerates operating in Australia that will meet these thresholds. These businesses, particularly those headquartered in the US, the UK, Japan, Hong Kong and Singapore, invest billions into the Australian market annually. With these new merger clearance rules coming into effect, these firms, trading houses, banks, hedge funds and conglomerates will need to adjust their M&A frameworks, taking into account new mandatory fees, increased costs and timeline extensions required to obtain clearance even for simple, small acquisitions without substantive competition concerns.

If you have a transaction in Australia and would like to discuss how you can comply with these mandatory merger control laws, please contact a member of our M&A team.

^{1 The Australian revenue test is based on the relevant entity’s gross revenue determined in accordance with Australian and international revenue standards, for the most recently ended 12-month financial reporting period prior to the contract date, attributable to transactions within or into Australia.
2 “Connected entities” means related bodies corporate under the Competition and Consumer Act 2010 (Cth) (CCA), entities controlled by each other or by a common entity.
3 For acquisitions of discrete assets, the global transaction value threshold is ≥AU$200 million for economy wide threshold and ≥AU$50 million for a very large acquirer.
4 The global transaction value is the higher of the market value of the acquired shares/assets and the consideration received from the acquisition.}