AUSTRALIA Trends and Developments Contributed by: Scott Colvin, Warren Scott and Lachlan Speirs, Archer Scott Lawyers
Archer Scott Lawyers Level 27 101 Collins Street 3000 Melbourne Australia Tel: +61 03 8777 2221 Email: Scott.colvin@archerscott.com.au Web: www.archerscott.com.au
Doing Deals in Australia in 2026: Merger Reform, Franchising and the New Compliance Frontier 2026 is a landmark year for anyone investing in, acquiring or franchising a business in Australia. Sev - eral structural shifts have arrived more or less togeth - er: a mandatory merger control regime, a recalibrated foreign investment framework, a comprehensively remade Franchising Code, and a tighter cross-cutting compliance environment spanning employment, pri - vacy, financial crime, climate reporting and tax. Each alone would reshape deal practice; together they change how transactions are planned, priced and executed. These reforms did not appear in isolation. They reflect a broader policy direction that has brought Australia closer to the practice of its international peers and that responds to public concern about market concentra - tion, the fairness of dealings with small business, and the protection of personal information. For interna - tional investors and their advisers, the headline is not that Australia has become harder to do business in; it remains an open, rule-of-law market with transparent institutions and a deep professional and financial ser - vices sector. What has changed is that the sequence and certainty of deal execution now demand earlier and more integrated planning. This article looks past the black-letter detail to the commercial consequences: • how the new competition gateway affects deal certainty and structuring; • how foreign investment review now sits alongside it;
• what the reset of the franchising framework means for brand owners and network transactions; • how an expanding compliance perimeter is reshap - ing diligence, warranties and integration; and • how tax considerations affect the way acquisitions are financed. The common thread is that 2026 rewards preparation and penalises improvisation. The merger gateway becomes mandatory, and strategic The most consequential change is the move away from a voluntary and informal clearance culture, from 1 January 2026, to a mandatory and suspensory regime in which the competition regulator is the gatekeeper for transactions that meet objective financial thresh - olds. For decades, parties could close many deals without ever engaging the regulator, and even conten - tious matters were handled through an informal, often confidential process. That optionality has gone. The practical effect is felt first in deal certainty and timing. Where a transaction is caught, completion is conditional on Australian Competition and Consumer Commission (ACCC) approval. A notifiable acquisi - tion completed without that approval, or without an applicable waiver or exemption, carries serious con - sequences, including the risk that it will be declared void and significant penalties will be imposed. Acquir - ers can no longer treat competition as a residual risk to be managed after signing; it becomes a gating condition that shapes the timetable from the outset.
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