Australia Overhauls Merger Control Regime with Mandatory Notification System
Australia introduces sweeping reforms replacing its voluntary notification system with a mandatory, suspensory merger clearance process.
A Historic Overhaul of Australian Competition Law
Australia introduced sweeping reforms to its merger control regime in 2025, replacing the previous voluntary and informal notification system with a mandatory, suspensory merger clearance process. The changes, taking full effect in 2026, represent the most significant overhaul of Australian competition law in decades. Under the previous system, merger parties could choose whether to seek informal clearance from the Australian Competition and Consumer Commission (ACCC), and transactions could in principle be completed without any regulatory engagement. The new regime fundamentally changes this dynamic, bringing Australia in line with the mandatory notification frameworks that prevail in most major economies globally.
Mandatory Notification and Clearance Requirements
The new regime mandates that parties to transactions exceeding specified thresholds must notify the ACCC and obtain clearance before completing deals. Both turnover-based and transaction-value-based thresholds have been established, ensuring that the regime captures significant transactions regardless of whether the target generates substantial Australian revenues. The suspensory nature of the new system means that parties cannot close their transaction until the ACCC has completed its review and granted clearance, a fundamental shift from the previous approach where parties bore the risk of post-completion enforcement action. Failure to notify a transaction that meets the thresholds constitutes a violation subject to significant penalties.
Expanded ACCC Investigative Powers
The ACCC has been granted expanded investigative powers under the reformed regime, equipping the regulator with enhanced tools to assess the competitive impact of notified transactions. These powers include broader authority to compel the production of documents and information from merging parties and third parties, the ability to conduct market testing of proposed remedies, and strengthened enforcement mechanisms for addressing non-compliance. The expanded powers reflect the government's intention to ensure that the ACCC can conduct thorough and timely reviews within the statutory timeframes established under the new system, and that the regulator has sufficient tools to address complex competition issues arising from significant transactions.
Implications for Asian Investors in Australia
For Asian investors -- Japanese, Chinese, Singaporean, and Malaysian companies that have been among the most active foreign acquirers of Australian assets in real estate, mining, energy, and infrastructure -- the reforms add a new layer of regulatory complexity. These investors must now factor mandatory ACCC notification and review timelines into their deal planning, in addition to the existing Foreign Investment Review Board (FIRB) approval process that applies to foreign acquisitions above specified thresholds. The cumulative effect of ACCC merger clearance and FIRB review creates a dual regulatory pathway that requires careful coordination and timeline management to avoid delays in transaction completion.
Practical Guidance for Deal Planning
Legal advisors recommend factoring the new ACCC timeline into deal planning from the outset of any significant transaction targeting Australian assets. This includes conducting early assessments of whether notification thresholds are met, preparing draft filing materials in parallel with commercial negotiations, and engaging proactively with the ACCC where transactions may raise substantive competition concerns. For auction processes and competitive bids, the ability to demonstrate regulatory readiness and a clear path to ACCC clearance may become a differentiating factor in seller decision-making. The transition to the new regime represents a fundamental change in how M&A transactions are executed in Australia, and practitioners who adapt their processes early will be best positioned to navigate the reformed regulatory landscape effectively.
