What Australia's New Merger Laws Mean for M&A in 2026, ACCC Notification, Timing and Practical Steps for Deal Teams

Australia’s new merger laws 2026 ACCC notification requirements have fundamentally changed how every M&A transaction above prescribed thresholds must be executed. Since 1 January 2026, under the new Part IVA of the Competition and Consumer Act 2010 (Cth), businesses must notify the Australian Competition and Consumer Commission of any proposed acquisition that meets ministerially set notification thresholds, and they must wait for ACCC approval before completing the deal. This guide provides deal teams, in-house counsel and private equity sponsors with the practical playbook they need: threshold tests, procedural pathways, realistic timelines and a documentation checklist designed for corporate finance compliance in 2026 and beyond.

Quick Answer: Do Parties Now Have to Notify the ACCC Before Completing an Acquisition Under Australia’s New Merger Laws?

Yes. From 1 January 2026, it is mandatory for businesses to notify certain acquisitions to the ACCC. Parties must wait for ACCC approval before they can proceed with a notifiable acquisition. The regime is both mandatory (notification is required by law, not optional) and suspensory (completion before clearance is prohibited). Failing to notify exposes parties to significant civil penalties, potential divestiture orders and material deal risk.

This represents the most significant strengthening of Australia’s merger laws in decades. The prior system, under which parties could voluntarily approach the ACCC for informal clearance but were not legally required to do so, no longer applies. Every deal team must now build ACCC notification into the earliest stages of transaction planning. The sections below walk through who must notify, what triggers the obligation, how the process works, and precisely how to integrate mandatory merger notification into an Australian M&A timetable.

Background: What Changed Under the New Merger Laws 2026 Australia

The mandatory merger notification regime that commenced on 1 January 2026 is the product of a multi-year reform process. The Australian Government, acting on recommendations from the 2023 Competition Review conducted by Treasury, concluded that the previous voluntary notification framework was no longer fit for purpose. Under the old system, merger parties were not required to notify the ACCC or wait for ACCC clearance before completing a transaction. Enforcement relied on the ACCC identifying potentially anti-competitive acquisitions after the fact and bringing proceedings in the Federal Court, an approach widely criticised as reactive and resource-intensive.

The new regime introduces a formal, administrative approval pathway administered directly by the ACCC. The legislative vehicle is the Competition and Consumer Amendment (Notification of Acquisitions) Act, supported by the Competition and Consumer (Notification of Acquisitions) Determination 2025 and accompanying explanatory statement, both issued by Treasury in December 2025. The Determination sets the specific turnover and transaction-value thresholds that trigger mandatory notification.

Three key dates frame the transition to the new regime:

The practical effect is immediate. Industry observers expect the volume of formal notifications to increase substantially compared to the roughly 300 informal merger reviews the ACCC conducted annually under the old system. The ACCC itself reported a positive start to the new regime, noting the notifications and waivers received as at 31 March 2026 were tracking in line with its resourcing projections.

Transitional Arrangements and the Practical Cut-Off

Deal teams that completed acquisitions before 1 January 2026 are not required to retrospectively notify the ACCC. As the ACCC’s transitional guidance confirms, where parties completed the acquisition before the commencement date, no further notification or approvals are required from 1 January 2026. However, any acquisition that had not completed by that date, including those with signed but uncompleted share purchase agreements, falls within the new regime if it meets the notification thresholds.

Who Must Notify the ACCC, Scope, Parties and Exceptions

Under the mandatory merger notification requirements, the obligation to notify rests on the acquirer. The regime captures proposed acquisitions of shares, assets or any form of interest that confers control or material influence over a business carried on in Australia. Both domestic and foreign acquirers are caught if the thresholds are met.

The types of transactions within scope include:

• Share acquisitions. Any purchase of shares in a company that carries on business in Australia, where the acquirer would gain a controlling interest or increase an existing controlling interest.
• Asset acquisitions. Purchases of business assets, including goodwill, customer contracts, intellectual property and physical infrastructure, where the assets form part of a business with Australian revenue.
• Joint ventures and structural changes. Certain joint venture formations or changes to existing joint venture structures may trigger notification where they amount to an acquisition of a controlling interest.

Exemptions are narrow. The ACCC notification requirements do not apply to acquisitions that fall below the prescribed thresholds (discussed below). In addition, acquisitions in the ordinary course of business, such as routine inventory purchases, are excluded, as are certain internal restructures within a wholly owned corporate group.

Deal teams should run the following quick-check when scoping any potential transaction:

1. Does the proposed transaction involve an acquisition of shares, assets or interests in a business with Australian operations?
2. Does the acquirer (including related entities) have combined Australian revenue that could meet the $200 million threshold?
3. Does the target’s Australian revenue meet the $50 million threshold, or is the global transaction value at least $250 million?
4. If the answer to questions 1, 2 and 3 is yes, notification is mandatory.

ACCC Notification Tests and Thresholds Under Australia’s New Merger Laws 2026

The notification thresholds are set by the Minister under the Competition and Consumer (Notification of Acquisitions) Determination 2025. An acquisition must be notified to the ACCC if both limbs of a two-part test are satisfied:

Notification is mandatory where Limb 1 is met AND either Limb 2A or Limb 2B is met.

Worked Example: How the Thresholds Apply in Practice

Consider a private equity sponsor with an existing Australian portfolio generating $180 million in annual revenue. The sponsor proposes to acquire a target company with $60 million in Australian revenue. The combined Australian revenue of the merger parties is $240 million (exceeding the $200 million threshold under Limb 1), and the target’s Australian revenue of $60 million exceeds the $50 million threshold under Limb 2A. The acquisition must be notified.

Now consider a variation: the same PE sponsor proposes to acquire a technology start-up with only $10 million in Australian revenue, but the agreed purchase price is $300 million globally. Although Limb 2A is not met (target revenue is below $50 million), Limb 2B is satisfied because the global transaction value exceeds $250 million. Combined with the PE sponsor’s portfolio revenue exceeding $200 million, the acquisition must still be notified.

Key constructs that deal teams must understand when running the threshold calculation include:

• Combined Australian revenue. This aggregates the Australian revenue of the acquirer’s entire corporate group with the target’s Australian revenue.
• Cumulative Australian revenue of the target. For asset deals and carve-outs, this requires an allocation exercise to identify the revenue attributable to the specific assets or business being acquired.
• Global transaction value. This includes all consideration, cash, deferred payments, earn-outs and assumed liabilities, on a worldwide basis.

Procedural Pathway: Filings, Short-Form Notifications and Waivers Under the Merger Clearance Process Australia

Once a deal team determines that notification is required, the next decision is which procedural pathway to follow. The ACCC has established three primary routes: standard notification, short-form notification and notification waiver. Each has distinct information requirements, expected timeframes and strategic implications.

The general process flow for all notifications follows these stages:

1. Pre-notification engagement, Optional but strongly recommended. Deal teams can engage informally with the ACCC to discuss the transaction, identify likely areas of inquiry and assess whether a short-form filing or waiver request is appropriate.
2. Filing submission, The acquirer submits either a standard notification, short-form notification or waiver application, together with supporting documents.
3. Acceptance and completeness check, The ACCC reviews the filing for completeness and may request further information before accepting the notification.
4. Preliminary assessment, The ACCC conducts an initial competition analysis, which may include market inquiries with customers, suppliers and competitors.
5. Decision, The ACCC either clears the acquisition (with or without conditions), requests further information (stopping the review clock), or proceeds to a more detailed Phase 2 review for complex or contentious matters.

How to Choose Short-Form vs Standard Notification

A short-form notification is designed for acquisitions that clearly do not raise material competition concerns. It requires less supporting documentation and is intended to be processed more quickly. Deal teams should consider the short-form route where the parties operate in different markets, horizontal overlaps are minimal, and the target holds a modest market position. Standard notifications are appropriate where horizontal or vertical overlaps exist, market concentration is a potential issue, or the ACCC is likely to conduct market inquiries.

How to Apply for a Notification Waiver, Practical Tips

The notification waiver process enables businesses to apply to the ACCC for a decision that their acquisition is not required to be notified. According to the ACCC’s interim guidance, the waiver process is intended to provide a simple and fast way to enable acquisitions that clearly do not raise material risks to competition or consumers to proceed quickly. In practice, a waiver application should include a concise description of the transaction, an explanation of why the thresholds are technically met but no competition concern arises, and supporting evidence such as market share data or customer attestations.

Early indications suggest that the ACCC is applying a pragmatic standard to waiver requests, granting them promptly where the absence of competitive overlap is clear, while directing more complex matters into the standard notification channel. Deal teams should note that applying for a waiver does not stop the suspensory obligation: parties must still wait for the ACCC’s waiver decision before completing the acquisition.

M&A Timeline ACCC 2026: Integrating Mandatory Notification into Deal Timetables

The suspensory nature of the new regime means that completion cannot occur until the ACCC has cleared the acquisition. This has immediate consequences for deal timetables, long-stop dates, exit conditions and inter-conditionality with other regulatory approvals. Deal teams must build ACCC notification into their project plans from the outset.

Sample Timeline 1, Simple Asset Acquisition (Clearance Likely)

Sample Timeline 2, Complex Multi-Jurisdictional PE Buyout (Higher Inquiry Risk)

The likely practical effect of these timelines on transaction documentation will be significant. Long-stop dates in share purchase agreements and scheme implementation deeds should be extended to accommodate the full range of possible ACCC review periods, including potential Phase 2 reviews. Exit conditions must expressly reference ACCC clearance as a condition precedent, and deal teams should consider whether break fees or reverse break fees need to be recalibrated to reflect the risk of protracted or unsuccessful regulatory processes.

For PE sponsors running parallel processes across multiple jurisdictions, inter-conditionality clauses, which link ACCC clearance to approvals from other regulators such as the NZCC, European Commission or US FTC, will require careful drafting and timing coordination.

Due Diligence and Documentation Checklist for ACCC Notification

Preparing a complete and well-organised notification package is critical to avoiding delays caused by ACCC requests for further information. The following checklist covers the core data room items and analytical documents that deal teams should assemble for due diligence for ACCC notification purposes:

• Revenue data. Audited financial statements for the acquirer group and target showing Australian revenue for the most recent financial year, broken down by business line or segment where relevant.
• Corporate structure charts. Organisational charts for both the acquirer group and target, identifying all Australian-registered entities, subsidiaries and material joint ventures.
• Market share analysis. Estimates of market shares for the acquirer and target in each relevant product and geographic market, including sources and methodology.
• Competitor identification. List of key competitors in each relevant market, with estimated market shares where available.
• Customer and supplier concentration. Data showing the acquirer’s and target’s top 10 customers and suppliers by revenue, including contract terms and switching costs.
• Transaction documents. Copies of the share purchase agreement, asset sale agreement or scheme booklet, including any side agreements, shareholder agreements and earn-out arrangements.
• Internal strategic documents. Board papers, investment committee memoranda and strategic plans prepared in connection with the transaction, including any competition analysis conducted internally.
• Rationale statement. A clear, concise statement of the commercial rationale for the acquisition, addressing efficiency gains, synergies and strategic objectives.
• Declaration and confidentiality provisions. A signed declaration confirming the accuracy and completeness of the notification, together with requests for confidential treatment of commercially sensitive information.

Privilege protection is a practical concern when assembling notification materials. Deal teams should ensure that competition law advice remains subject to legal professional privilege by keeping advisory documents separate from business documents included in the notification. Mixing privileged advice with factual data in the same document risks inadvertent waiver.

Enforcement, Penalties and Practical Risks of Non-Notification

The penalties for non-notification under Australia’s new merger laws are substantial. The regime provides for civil pecuniary penalties for businesses that complete a notifiable acquisition without ACCC approval. The ACCC also has the power to seek divestiture orders requiring the acquirer to unwind the transaction, a remedy that carries enormous commercial and reputational cost.

Beyond formal penalties, the practical risks of non-compliance include:

• Transaction invalidity risk. Counterparties, shareholders and financiers may treat a failure to obtain ACCC clearance as a material breach, triggering termination rights or indemnity claims.
• Reputational damage. Enforcement action by the ACCC attracts significant media attention and can undermine an acquirer’s standing with future deal counterparties, regulators and investors.
• Integration delays. Even if a penalty is not immediately imposed, an ACCC investigation into whether a completed acquisition should have been notified can delay integration, create operational uncertainty and distract management.

Mitigation strategies that industry observers expect to become standard practice include early pre-notification engagement with the ACCC, seeking waivers for transactions that technically meet thresholds but clearly raise no competition concerns, and structuring transaction agreements with robust ACCC clearance conditions to protect both buyer and seller from regulatory risk.

Reporting Obligations and Timelines by Entity Type Under Australia’s New Merger Laws 2026

Conclusion: Key Actions for Deal Teams Navigating Australia’s New Merger Laws 2026 ACCC Notification Regime

Australia’s mandatory merger notification regime represents the most significant change to the merger clearance process Australia has seen in decades. For deal teams operating in 2026, the message is clear: ACCC notification must be embedded into transaction planning from Day 1. The key actions are to run the threshold test early, assemble notification materials during due diligence rather than after signing, engage pre-notification with the ACCC where appropriate, and build realistic ACCC review timelines into long-stop dates and completion mechanics. Failure to comply carries real enforcement consequences, including divestiture, that can fundamentally undermine deal value.

The regime demands a new discipline in corporate finance compliance, and deal teams that invest in early preparation will secure a material advantage in execution speed and certainty. For expert guidance on navigating Australia’s 2026 ACCC notification requirements, connect with a specialist through our Australia lawyer directory.

Sources

1. Australian Competition & Consumer Commission, Mergers & Acquisitions
2. ACCC, Thresholds for Notifying Acquisitions
3. ACCC, Merger Notification Waivers: Interim Guidance
4. Treasury, Competition Review / Merger Reforms
5. Norton Rose Fulbright, Australia’s New Mandatory Merger Control Regime
6. Gilbert + Tobin, Transitional Arrangements to the New Merger Control Regime
7. Wolters Kluwer, New Merger Laws Commence on 1 January 2026