Australia’s approach to merger regulation is about to undergo its most significant reform in decades. On 28 November 2024, the Treasury Laws Amendment (Mergers and Acquisitions Reform) Bill 2024 was passed, setting the stage for a shift from an almost entirely voluntary system to one that makes notification mandatory for certain deals.
The new rules will be phased in:
From 1 July 2025: Businesses can choose to use the new voluntary notification process, though the old “informal clearance” system is no longer open for new submissions.
From 1 January 2026: The ACCC will oversee a mandatory notification and approval regime. Transactions meeting the set thresholds will not be able to proceed until clearance is granted.
Why does it matter?
The reforms are designed to give the ACCC greater oversight to prevent mergers or acquisitions that could lessen competition, restrict consumer choice, or drive up prices. By shifting to a compulsory regime, the regulator aims to identify potentially harmful deals before they reshape markets.
What changes are on the horizon?
2025 – Transitional period:
Businesses still have access to informal reviews, but most are expected to opt into the new voluntary notification pathway.
2026 – New framework in force:
Certain acquisitions will require formal notification and ACCC approval before completion.
Notification thresholds will be based on factors such as transaction value and party revenues, with additional requirements possible for higher-risk sectors or deal types.
Transactions likely to be caught
The ACCC’s interim guidelines indicate the new regime could apply to a wide range of activity, including:
Acquiring assets such as land, property, or intellectual property.
Shareholdings or interests in managed investment schemes, if thresholds are met.
Certain transactions that would usually be seen as “ordinary business” but involve land or patents, which the rules specifically capture.
Exemptions and flexibility
Some categories of transactions will not require notification — for example, smaller shareholdings that do not result in control, or certain land acquisitions. Businesses will also be able to apply for a notification waiver, giving them a formal exemption in some cases.
Risks of non-compliance
If an acquisition that should have been notified goes ahead without approval, the consequences could be severe. Penalties may apply, and in some cases the acquisition itself could be automatically void. Proceeding with a deal before ACCC sign-off carries similar risks.
How to engage with the ACCC
A new online portal will soon be launched for lodgement and fee payment, but until then, the ACCC recommends engaging early — ideally two weeks before a planned notification — to help smooth the process and clarify requirements.
What this means for your organisation
For leaders planning growth through mergers or acquisitions, this new framework represents a major shift. Early planning, careful due diligence, and proactive engagement with regulators will be key to keeping transactions on track.
At Be Executive, we understand the challenges organisations face when navigating regulatory change. If you’d like to discuss what this means for your future growth strategy or require interim executives with specialist skill sets to support any transitions within your organisation, please reach out to [email protected]
