Australia's new mandatory merger clearance regime (1 January 2026)

What changed

The Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 brought about significant changes to Australia’s merger control regime. Prior to 1 January 2026, businesses undertaking potential mergers could voluntarily notify the Australian Competition and Consumer Commission (ACCC) for review. This system was not compulsory.

The new regime introduces a mandatory pre-merger notification and clearance process. Transactions meeting specified thresholds now require businesses to notify the ACCC before proceeding. This is a departure from the previous voluntary system.

The framework operates on a suspensory basis. This means that notifiable transactions are prohibited from completing until the ACCC has granted clearance, or the clearance is deemed to have been granted.

When notification is required

Notification of a proposed merger to the Australian Competition and Consumer Commission (ACCC) is mandatory in certain circumstances. These circumstances are defined by the new regime and relate to both the financial scale of the transaction and the industry in which the businesses operate.

A notification is required where a proposed merger satisfies prescribed monetary thresholds. These thresholds are determined by a combination of factors, including the combined Australian turnover of the entities involved, the combined Australian asset value of the entities involved, and the value of the transaction itself.

Notification is also required for transactions occurring within specified concentrated sectors, irrespective of whether the monetary thresholds are met. Businesses considering a merger should verify the current thresholds with the ACCC, as these figures are detailed in regulations and are subject to periodic updates.

Suspensory effect + timelines

Notifiable transactions are subject to a suspensory effect, meaning they cannot be completed until the Australian Competition and Consumer Commission (ACCC) has provided clearance or a deemed clearance period has passed. This requirement is designed to ensure the ACCC has the opportunity to assess the proposed transaction and its potential impact on competition.

The ACCC’s review process is structured in phases. An initial phase is used to determine whether the transaction raises concerns requiring further investigation. If concerns are identified, the matter will proceed to a public-benefit phase involving a more detailed assessment.

Failure to comply with this suspensory effect, by completing a notifiable merger without ACCC clearance or the expiry of the deemed clearance period, constitutes a contravention. The ACCC has the power to seek civil penalties and can also pursue orders for divestiture or unwinding of the transaction.

Public-benefit assessment

A merger that would otherwise substantially lessen competition may be approved if the parties can demonstrate that it generates public benefits that outweigh the identified anti-competitive effects. This assessment allows for consideration of factors beyond the immediate impact on market competition.

Parties arguing for clearance based on public benefits are required to provide evidence supporting their claims. Acceptable evidence may include details of efficiency gains, potential employment effects, and environmental benefits. The Australian Competition and Consumer Commission (ACCC) will evaluate the evidence presented to determine whether the claimed public benefits genuinely outweigh the lessened competition. penalty estimator

The process of assessing public benefits significantly extends the timeframe for merger review. This reflects the complexity of evaluating these broader societal impacts and requires thorough investigation and analysis.