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 reform replaces the former primarily judicial enforcement model with a primarily administrative model, under which the ACCC is the first-instance decision-maker, subject to review and court oversight.
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 acquisitions to determine whether they would, or would be likely to, substantially lessen competition.
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. The ACCC also performs regulatory and market-monitoring functions in certain infrastructure and essential-service sectors, including telecommunications, while the Australian Energy Regulator has primary responsibility for economic regulation of national energy markets.
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. An acquisition put into effect while it is stayed has no legal effect, and contraventions may attract substantial civil penalties. This administrative shift ensures that the assessment of market impact happens before a deal closes.
When does a transaction require ACCC notification?
Notification depends on several factors, including the type of acquisition, Australian connection, control or voting power, Australian revenue, global transaction value, cumulative acquisitions and applicable exemptions. In these assessments, Principal refers to the acquiring group, and Target refers to the entity or assets being acquired.
1. Large Merged Firm Threshold
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 Merged Firm Threshold
A separate threshold applies where the acquirer group has substantial Australian revenue. 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
The ACCC may aggregate acquisitions made within the previous three years that predominantly involve the same or substitutable goods or services.
Notification is required if:
- the combined Australian revenue of the merger parties is at least $200 million and the cumulative Australian revenue of relevant acquisitions is at least $50 million; or
- the acquirer group’s Australian revenue is at least $500 million and the cumulative Australian revenue of relevant acquisitions is at least $10 million.
Certain previous acquisitions may be excluded, including acquisitions below $2 million, acquisitions already notified to the ACCC, and acquisitions not connected with Australia.
4. Additional Thresholds from 1 April 2026
From 1 April 2026, additional thresholds apply to acquisitions of assets that do not comprise all, or substantially all, of the assets of a business. Notification is required where:
- the acquirer group’s Australian revenue is at least $200 million and the global transaction value is at least $200 million; or
- the acquirer group’s Australian revenue is at least $500 million and the global transaction value is at least $50 million.
Certain share acquisitions may also require notification where specified voting power thresholds are crossed, even if the acquisition does not result in control.
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 is calculated under detailed statutory rules and generally includes the revenue of relevant connected entities. Special attribution rules apply to acquisitions of shares, assets and businesses. Professional advice should be obtained because accounting group revenue may not correspond precisely with Australian revenue for notification purposes.
- Shares: Australian revenue of the target’s ‘connected entities’ that are being acquired directly or indirectly.
Smaller Acquisitions
Where an acquisition may meet the notification threshold but appears unlikely to present a material risk of harm to competition or consumers, the parties may consider applying for a notification waiver.
A waiver is not an automatic or routine preliminary step, and section 50 continues to apply even if a waiver is granted. 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.
