Merger Reform - What it means for you!
What’s Changing in Australia’s Merger Laws?
Australia’s merger review process is undergoing its biggest shake-up in decades. We’ve put together a clear and practical breakdown of how the new laws differ from the old system and most importantly what it means for businesses.
1. From Optional to Mandatory Notification
Old rules
- Telling the ACCC about a merger was optional.
- You only needed to notify if you thought competition concerns might arise.
New rules
- Certain mergers must be notified to the ACCC.
- If you don’t notify when required, the deal is legally void, and you could face penalties.
2. New Thresholds for Notification
Old rules
- No set financial thresholds for when a deal needed ACCC approval.
New rules
- You must notify if:
- Combined turnover in Australia is over A$200 million, and the target’s turnover is more than A$50 million, or the deal is worth over A$250 million globally.
- A large business (A$500 million turnover or more) is buying a smaller one with turnover over A$10 million.
3. Focus on Serial Acquisitions
Old rules
- The ACCC looked at mergers individually, without focusing on patterns of repeated acquisitions.
New rules
- If your company has made multiple acquisitions in the past three years, the ACCC will look at the combined impact of these deals when assessing competition.
- You must notify if the cumulative turnover of past acquisitions exceeds A$50 million (or A$10 million for very large businesses).
4. Decisions Now Made by the ACCC
Old rules
- If a deal was contested, the Federal Court made the final decision.
New rules
- The ACCC now makes the call, with a limited review process available through the Australian Competition Tribunal.
- You can no longer take a decision to the Federal Court based on its merits.
5. Minister Can Target Certain Sectors
Old rules
- No special notification rules for specific industries or markets.
New rules
- The Minister can require mandatory notification for particular sectors, like supermarkets or healthcare, even if deals don’t meet the standard thresholds.
6. Waivers for Low-Risk Deals
Old rules
- Informal clearance was often used to streamline straightforward deals.
New rules
- The ACCC can officially waive the notification requirement for deals unlikely to raise competition issues.
7. Clear Timelines for ACCC Decisions
Old rules
- No fixed timeframes for ACCC reviews—things moved as fast (or slow) as needed.
New rules
- There are now set timelines for decisions, but the ACCC can pause the clock in complex cases.
- Pre-lodgement discussions are encouraged, and timelines won’t start until these are completed.
8. Filing Fees Introduced
Old rules
- No formal fees for notifying the ACCC.
New rules
- Filing fees will range from A$50,000 to A$100,000 per deal, with exemptions for small businesses.
9. Scrutiny of Non-Compete Clauses
Old rules
- Non-compete clauses in business sales were generally accepted as long as they protected goodwill.
New rules
- The ACCC can now declare non-competes invalid if they’re deemed unnecessary, creating more risk for deal terms.
10. Transitional Arrangements
Old rules
- The informal clearance process applied to all deals.
New rules
- From 1 July 2025, businesses can choose to notify under the new system.
- Mandatory notification starts 1 January 2026.
- Deals approved before 31 December 2025 are protected if completed within 12 months.
What This Means for You
The move from a flexible, voluntary system to a structured, mandatory regime means businesses need to adjust. Keep track of turnover thresholds, consider how past acquisitions might impact your current deals, and prepare for more rigorous scrutiny.
If you’re planning an acquisition, now’s the time to review your strategy and processes. For advice or support, reach out to our team—we’re here to help you navigate these changes smoothly.
Related expertise: Commercial & Major Projects
This article is general information only and is not legal advice. Please contact us for advice about your particular circumstances.