November 27 2025 | Deals | Due diligence | Mergers and acquisitions | Industry news and trends
Australian venture capital firms, private equity houses and corporate dealmakers are bracing for the most significant overhaul of merger laws in decades, with a mandatory notification regime set to transform how acquisitions unfold from 1 January 2026.
The new rules mean businesses contemplating acquisitions will need to notify the Australian Competition and Consumer Commission (ACCC) and wait for approval before proceeding. Under the existing regime, notification to the ACCC is not mandatory.
According to Treasury , large, merged firms must notify when their combined Australian revenue reaches A$200 million and either the target generates A$50 million in Australian revenue or the global transaction value exceeds A$250 million. A separate threshold targets acquisitions by very large companies, requiring notification when the acquirer's Australian revenue is at least A$500 million and the target generates A$10 million domestically.
To prevent circumventing the rules through smaller successive purchases, creeping acquisition thresholds apply cumulative tests based on acquisitions over three years in the same market sectors, with different revenue benchmarks for medium-large merged firms (A$50 million cumulative) versus very large acquirers (A$10 million cumulative).
Extensive exemptions reduce regulatory burden, including acquisitions that do not result in control, certain land transactions for residential development, financial market instruments like debt securities and derivatives and corporate restructuring activities such as liquidations and receiverships
For a sector like M&A accustomed to moving at lightning speed, particularly in competitive auction processes, the changes represent a fundamental shift in deal strategy and timing. With reports the ACCC has been inundated with applications , the onus is on the investment banking sector to be ready ahead of time for the 1 January start.
The decades-long shift towards stricter merger controls
Australia’s merger laws have evolved to balance economic growth with competition protection. The Trade Practices Act 1974, which became the Competition and Consumer Act 2010, was a landmark legislation , introducing the concept of anti-competitive behaviour.
The mandatory notification regime marks another significant shift, reflecting a global trend towards stricter merger controls. This overhaul aims to prevent anti-competitive acquisitions, while streamlining processes for benign transactions, reshaping the landscape of Australian mergers and acquisitions.
Inside the ACCC’s new approval engine
Under the new regime, the ACCC will have up to 30 business days in Phase 1 to assess whether proposed acquisitions would substantially lessen competition, with complex deals potentially extending to a 90-day, Phase 2 review. The regulator cannot approve any acquisition before 15 business days , ensuring public transparency through a new acquisitions register.
Most notifications will clear the initial 30-day Phase 1 assessment. Deals triggering deeper scrutiny face a rigorous 90-business-day Phase 2 review, significantly extending transaction timelines. The ACCC expects only a small number of complex or potentially anti-competitive acquisitions to require this intensive assessment.
The Phase 2 process includes several critical deadlines that dealmakers must navigate carefully:
Day 25: The regulator issues a Notice of Competition Concerns outlining preliminary findings and areas of competitive harm.
Day 50: Parties have until this day to respond with counterarguments and supporting evidence.
Day 60: Companies must offer remedies (e.g., asset divestitures or operational commitments) by this deadline. Late remedy proposals can extend the timeline by up to 15 business days.
Days 75-90: A crucial information blackout period occurs, during which no new submissions can be made unless specifically requested by the ACCC or with the notifying party's consent.
Businesses have been able to voluntarily use the new system since 1 July 2025, while applications for traditional merger authorisations are no longer possible. The ACCC is urging early engagement, recommending pre-notification discussions at least two weeks before formal submission.
The regime aims to identify anti-competitive acquisitions, while allowing benign deals to proceed quickly. However, the mandatory nature means even straightforward transactions must navigate the formal process if they meet notification thresholds.
The ACCC encourages early discussions about notification requirements, timing considerations and potential competition issues. For complex or potentially problematic transactions, earlier engagement than the standard two-week recommendation is advised.
This is key, given the consequences of non-compliance may include automatic voiding of transactions if the notification to the ACCC is missed.
Options for difficult transactions
The regime includes remedy options for deals raising competition concerns. Businesses can offer commitments or court-enforceable undertakings, with the ACCC able to approve acquisitions with conditions. Standard divestiture terms are available for common remedy scenarios.
Small businesses with aggregated turnover below $10 million may qualify for fee exemptions, providing some relief for smaller market participants. The public acquisitions register will detail all notifications and waiver applications from January 2026, including decision rationales, significantly increasing transparency in Australian merger activity.
For dealmakers, the message is that early preparation and strategic timing become more critical than ever. The informal review processes that allowed flexible deal structures and timing must give way to formal procedures with fixed timelines and substantial costs.
As Australia aligns with international merger control practices, the investment community must adapt deal strategies to accommodate mandatory notification requirements that fundamentally alter M&A.
What’s changing behind the scenes: Strategy shifts to watch
The introduction of mandatory notification for mergers and acquisitions in Australia will significantly influence future trends in the market.
As businesses adapt to the new regulations, investment strategies may shift towards more cautious approaches, with firms prioritising thorough due diligence and compliance to tackle the complexities of the notification process.
Additionally, alternative financing methods may gain traction as firms seek to mitigate the financial burdens imposed by the new fee structure for merger notifications. Private equity and venture capital firms might explore innovative funding solutions, such as revenue-based financing, to support their acquisition strategies, without incurring substantial upfront costs.
Technology will also play a crucial role in facilitating compliance with the new regulations. Companies may increasingly invest in compliance software and data analytics tools to streamline the notification process, ensuring timely submissions and effective communication with the ACCC.
Looking to the future, advancements in artificial intelligence are likely to help businesses assess potential competition issues, enabling faster and more accurate evaluations of proposed mergers.
