Mandatory Notification and Clearance of Mergers: New Laws From 2026

The federal government has announced that from 1 January 2026, companies will have to notify and receive clearance from the Australian Competition and Consumer Commission (ACCC) for proposed mergers and acquisitions over certain thresholds.

Data shows that under the existing voluntary regime, the ACCC is unaware of three (3) out of every four (4) mergers.

The proposed reform is intended to ensure that merger regulation will be “faster, stronger and simpler” so as to quickly approve mergers that are pro-competition and to easily target and block anti-competitive mergers. The proposed regime will align with international best practice for merger regulation, with Australia’s current regime being considered no longer fit for purpose.

Proposed key changes to the regime include the following:

• The ACCC must be notified of and approve mergers that are over specified monetary and market share thresholds before they proceed.
• The ACCC will become the primary-decision maker in approving or blocking proposed mergers, moving aware from the current judicial enforcement model.
• The ACCC will have the power to block proposed mergers that it reasonably believes is likely to substantially lessen competition.
• Mergers will be aggregated on a three (3) year basis for the purposes of considering the thresholds.
• The imposition of timelines for reviews of proposed merger so as to ensure the system is efficient, with deemed approval granted if the ACCC does not comply with such timeframes.
• Filing fees between $50,000 and $100,000, with an exemption for small businesses.
• The introduction of a public register providing information regarding approved mergers.
• The imposition of substantial penalties for failure to notify the ACCC of a merger or proceeding with a merger prior to approval and the voiding of mergers that are put into effect without approval.

With the finer details of the proposed reforms not yet known, the possible implications for merger parties include the following:

• More mergers will be caught by the mandatory reporting regime given the introduction of the monetary and market share thresholds.
• Companies will need to pay close attention to their merger activities given the aggregation of mergers on a three (3) year basis.
• The timing of mergers being affected by the review process.
• The cost of the review process, including legal and filing fees.
• The resource demand on companies in providing the required information to the ACCC.
• The regime will only allow for a limited merits-based review of the ACCC by the Australian Competition Tribunal, meaning that new evidence cannot be introduced at that review stage.

The reforms will now be subject to further consultation, including the preparation of draft legislation, which will then be put before Parliament over the coming year.

If you would like advice or assistance in relation to commercial law matters, please contact our accredited business law specialists and Partners Justin Thornton on jthornton@marsdens.net.au and Rahul Lachman on rlachman@marsdens.net.au or otherwise by calling them on (02) 4626 5077.

The contents of this publication are for reference purposes only. This publication does not constitute legal advice and should not be relied upon as legal advice. Specific legal advice should always be sought separately before taking any action based on this publication