New Era for M&A: Countdown to ACCC’s New Merger Regime

From 1 January, all deals meeting certain thresholds will require ACCC clearance under Australia’s new mandatory notification regime—are you prepared?

To recap

On 1 January 2026, the new ACCC merger approval regime comes into formal effect. With less than one month to go, here’s what you need to know:

• Australia’s merger approval regime is changing from one of voluntary notification to the Australian Competition and Consumer Commission (ACCC), to a mandatory notification system.
• Since 1 July 2025, notification under the new regime has been available on a voluntary basis, along with informal clearance under the current system. Informal clearance will no longer be available under the new regime.
• Where a transaction meets certain thresholds, a party will be required to notify and seek clearance from the ACCC before the deal goes ahead.
• An application for clearance may go through a number of phases, each with varying application fees and approval timeframes.

What you need to know

Dealmakers, businesses and business owners considering a transaction in 2026 should be cognisant of the requirements to notify. In summary, any transaction that satisfies the following criteria, will trigger the notification requirement (unless an exemption applies):

1. Where the acquisition is of shares or assets.
2. Where the shares or assets are connected with Australia.
3. The acquisition meets certain monetary thresholds, being any one or more of the following:

Submitting an application

There are short and long form applications available, requiring varying levels of detail. The ACCC recommends pre-application engagement to determine which is the most appropriate application. In particular, an application may require:

• copies of transaction documents to be submitted (including any ancillary agreements);
• details of organisational structure and ownership/control;
• details of any goodwill protection or restraint of trade provisions to be provided and justified to the ACCC;
• copies of board or shareholder papers which relate to the acquisition;
• copies of recent financial reports and income statements for all parties to the acquisition.

Once an application is submitted to the ACCC, it will be published on the Acquisitions Register. The Register details the notifying party and the target, along with a description of the proposed transaction. This will have implications for transaction parties in terms of planning announcements and engaging with other stakeholders (for example, employees, suppliers and customers) in respect of a deal. As of the date of this article, there are a number of acquisitions which have already been voluntarily notified and published on the Register.

2025 - 2026 fees and timelines

If an acquisition meets the notification requirements, an application for merger clearance must be submitted, which involves:

• Phase 1: An initial assessment Phase 1, taking up to 30 Business Days with an application fee of $56,800.The ACCC suggests that most acquisitions will be cleared in Phase 1.
• Phase 2: Where a deal is not cleared in Phase 1, it will proceed to Phase 2, being an in-depth assessment taking up to a further 90 Business Days with a scaled application fee, as follows:
  • Transaction value $50 million or less - $475,000
  • Transaction value more than $50 million, up to $1 billion - $855,000
  • Transaction value more than $1 billion - $1,595,000
• Public Benefit Phase: Where a deal which has not been cleared in Phase 2 may be assessed on the basis of its public benefit, taking up to a further 50 Business Days and with a further application fee of $401,000.

The ACCC has advised that upon commencement of the new regime, the statutory timeframes will commence from 12 January 2026 (whilst applications may be submitted before then).

Waivers

The ACCC has recently issued interim guidance on merger notification waivers, an application for which will attract fees of $8,000 for FY25-26. In summary, a party considering an acquisition may apply for a merger notification waiver where the proposed transaction is straightforward, and may be assessed only on the basis of information provided to the ACCC, without the need for further investigation. The ACCC will have a maximum of 25 Business days to consider a notification waiver application and waiver decisions will be publicised on the Register.

Key takeaways for deal makers

As we transition into the new regime, deal makers should keep in mind the following:

1. Transaction documents will need to include carefully drafted conditions around seeking ACCC clearance, addressing:

   a. which party/ies will bear the application fee;
   b. what will happen in the event the application is not approved; and
   c. what will happen if approval is granted subject to conditions;

2. Transaction timelines will need to be carefully considered to provide for circumstances where the application proceeds to Phase 2 or is delayed due to ACCC approval not being promptly received.
3. Deal announcements may need to be made earlier than desired and whilst the deal remains conditional, noting the ACCC will not consider applications confidentially and certain application details will be published on the Acquisitions Register.
4. Pre-engagement: The ACCC encourages transaction parties to engage with them early, at least 2 weeks prior to submitting an application, to determine potential issues the ACCC will consider and the appropriate format for the application.
5. Section 50 of the Competition and Consumer Act 2010 (Cth) will continue to apply – even if a waiver is granted or if a transaction does not meet the thresholds for notification, the prohibition against acquisitions that would result in a substantial lessening of competition in a market, still apply.

Planning a transaction? Our Mergers & Acquisitions team is fully across the ACCC’s new mandatory notification regime and are ready to guide you through the process.

In case you missed it: 

You can read our previous merger reform alerts in chronological order: 

1. Federal Government announces reforms to merger laws (22 April 2024)
2. Proposed New Merger Review Regime: Treasury Releases Consultation Paper (5 September 2024)
3. Follow-Up Alert: Historic Merger Law Reform Passes Parliament (4 December 2024)
4. Changes to Australia’s merger laws – ACCC releases guidelines for new regime (5 March 2025)
5. ACCC Merger Reform: Release of draft merger assessment guidelines (27 March 2025)
6. ACCC Merger Reforms: Further guidelines and information released in the lead up to new regime (2 April 2025)

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