The ACCC‘s new merger regime officially commenced on 1 January 2026, marking the most significant shift in Australian competition law in half a century. Businesses must now navigate a mandatory and suspensory framework where the ACCC acts as the primary administrative decision-maker. This overhaul replaces the previous judicial enforcement model, meaning the assessment of competition risk now rests with the Commission rather than the Federal Court in the first instance.
What is the ACCC?
The Australian Competition and Consumer Commission (ACCC) is an independent Australian Government authority that enforces the Competition and Consumer Act and other relevant laws to ensure markets operate fairly. It works to promote competition by preventing anti-competitive conduct such as cartels, price fixing, and misuse of market power, and by reviewing mergers to prevent possible monopolies.
It also enforces the Australian Consumer Law, protecting consumers and small businesses by taking action against misleading or deceptive conduct, unfair contract terms, and products below safety standards. It also regulates certain essential services like telecommunications and energy to ensure fair access and pricing.
How does the 2026 merger regime work?
Australia’s merger control has transitioned from a voluntary system to a mandatory and suspensory regime. From 1 January 2026, any acquisition meeting specific financial thresholds must be notified to the ACCC for approval before completion. Transactions finalised without clearance are legally void, and parties face severe penalties. This administrative shift ensures that the assessment of market impact happens before a deal closes.
When does a transaction require ACCC notification?
Notification is compulsory if your transaction meets the prescribed thresholds for “control” and “revenue.” In these assessments, Principal refers to the acquiring group, and Target refers to the entity or assets being acquired.
1. Large Corporate Group Thresholds
An acquisition must be notified if the shares or assets are connected with Australia and:
- Combined Revenue: The principal and target have a combined Australian revenue of at least $200 million.
- Target Size: The target has an Australian revenue of at least $50 million OR the global transaction value is at least $250 million.
2. Very Large Corporate Group Thresholds
Higher scrutiny applies to dominant market players. Notification is required if:
- Principal Revenue: The acquiring group’s Australian revenue exceeds $500 million.
- Target Revenue: The target’s Australian revenue is at least $10 million.
3. Serial or “Creeping” Acquisitions
To prevent market consolidation through multiple small deals, the ACCC aggregates acquisitions made within the last three years.
- Threshold: If the principal (revenue >$200m) acquires a target in the same sector, and the cumulative revenue of similar targets exceeds $50 million, notification is mandatory.
How is Parties’ Revenue Assessed?
- The principal: the revenue of the principal’s ‘connected entities’ must be included. For example, this includes companies controlled by the principal as defined in the Corporations Act 2001.
- The target:
- Assets: Australian revenue of the owner attributable to the asset or 20% of its market value.
- Shares: Australian revenue of the target’s ‘connected entities’ that are being acquired directly or indirectly.
Smaller Acquisitions
When commencing smaller acquisitions, it may be appropriate to acquire a notification waiver from the ACCC to ensure that the acquisition is not in breach of notification obligations.
This may be appropriate where it is generally unlikely to be any risk of consumer harm, market concentration, or loss of market competition.
The application is to be submitted via the acquisitions portal. Contact us for further information and assistance on your acquisition.
Need Legal Advice for Your Business?
Got any more questions? Contact us to arrange a consultation with one of our commercial lawyers to ensure compliance with the new ACCC notification regime.
