Merger Control 2026

Definitive global law guides offering comparative analysis from top-ranked lawyers

CHAMBERS GLOBAL PRACTICE GUIDES

Merger Control 2026

Definitive global law guides offering comparative analysis from top-ranked lawyers

Contributing Editors Jean-François Bellis and Porter Elliott Van Bael & Bellis

Global Practice Guides

Merger Control Contributing Editors Jean-François Bellis and Porter Elliott Van Bael & Bellis

2026

Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair, Stephen Dinkeldein, Vivienne Button and Sean Marshall Content Reviewers Lawrence Garrett, Marianne Page, Heather Palomino, Alison Moore, Adrian Ciechacki and Michael Irvine Content Coordination Manager Nancy Tsang Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Joanna Chivers Head of Production Jasper John Production Coordinator Genevieve Sibayan

Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com

Contents

INTRODUCTION Contributed by Jean-François Bellis and Porter Elliott, Van Bael & Bellis p.5

FINLAND Law and Practice p.205

Contributed by HPP Attorneys Ltd Trends and Developments p.222 Contributed by HPP Attorneys Ltd FRANCE Law and Practice p.229 Contributed by FTPA Avocats Trends and Developments p.246 Contributed by FTPA Avocats

AUSTRALIA Law and Practice p.10 Contributed by Thomsons Trends and Developments p.29 Contributed by Thomsons AUSTRIA Law and Practice p.36 Contributed by bpv Huegel BELGIUM Law and Practice p.53 Contributed by Van Bael & Bellis CHILE Law and Practice p.66 Contributed by Cuatrecasas Trends and Developments p.85 Contributed by Cuatrecasas CHINA Law and Practice p.91 Contributed by King & Wood Trends and Developments p.111 Contributed by JunHe LLP COSTA RICA Law and Practice p.117 Contributed by Zurcher, Odio & Raven Contributed by Mišetić & Partners Trends and Developments p.142 Contributed by Mišetić & Partners CYPRUS Law and Practice p.148 Contributed by Georgiades & Pelides EGYPT Law and Practice p.166 Contributed by GLA & Company EU Law and Practice p.183 Contributed by Van Bael & Bellis CROATIA Law and Practice p.129

GERMANY Law and Practice p.251 Contributed by Linklaters

Trends and Developments p.269 Contributed by Redeker Sellner Dahs GREECE Law and Practice p.274 Contributed by Karatzas & Partners INDIA Law and Practice p.291 Contributed by Khaitan & Co Trends and Developments p.306 Contributed by JSA INDONESIA Law and Practice p.314 Contributed by ABNR Counsellors at Law ITALY Law and Practice p.329 Contributed by Cleary Gottlieb Steen & Hamilton Trends and Developments p.347 Contributed by Cleary Gottlieb Steen & Hamilton

JAPAN Law and Practice p.352 Contributed by Ikeda & Someya KUWAIT Law and Practice p.369 Contributed by GLA & Company

MEXICO Law and Practice p.382

Contributed by Galicia Abogados Trends and Developments p.395 Contributed by Galicia Abogados

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Contents

MONTENEGRO Law and Practice p.402 Contributed by BDK Advokati Trends and Developments p.417 Contributed by BDK Advokati NAMIBIA Law and Practice p.422 Contributed by Engling, Stritter & Partners

SLOVENIA Law and Practice p.573 Contributed by Rojs, Peljhan, Prelesnik & Partners Trends and Developments p.591 Contributed by Rojs, Peljhan, Prelesnik & Partners

SWEDEN Law and Practice p.596 Contributed by Vinge

Trends and Developments p.610 Contributed by Cirio Advokatbyrå AB

NEW ZEALAND Law and Practice p.437 Contributed by Webb Henderson

SWITZERLAND Law and Practice p.616 Contributed by Homburger

NIGERIA Law and Practice p.451

Contributed by Streamsowers & Köhn Trends and Developments p.467 Contributed by Streamsowers & Köhn NORWAY Law and Practice p.476 Contributed by BAHR Trends and Developments p.493 Contributed by BAHR

TAIWAN Law and Practice p.629 Contributed by Lee and Li, Attorneys-at-Law Trends and Developments p.644 Contributed by Lee and Li, Attorneys-at-Law THAILAND Trends and Developments p.650 Contributed by SCL Nishimura & Asahi Limited TÜRKIYE Law and Practice p.656 Contributed by ELIG Gürkaynak Attorneys-at-Law Trends and Developments p.675 Contributed by ELIG Gürkaynak Attorneys-at-Law

PERU Trends and Developments p.498 Contributed by Payet, Rey, Cauvi, Pérez Abogados

PHILIPPINES Law and Practice p.503 Contributed by Villaraza & Angangco SAUDI ARABIA Law and Practice p.517 Contributed by GLA & Company

UAE Law and Practice p.681 Contributed by GLA & Company UK Law and Practice p.698 Contributed by Van Bael & Bellis

SERBIA Law and Practice p.537 Contributed by Subotić Law Trends and Developments p.548 Contributed by Drašković Popović & Partners

UKRAINE Law and Practice p.719 Contributed by AVELLUM

SINGAPORE Law and Practice p.554 Contributed by Drew & Napier LLC

USA Law and Practice p.733 Contributed by Axinn Trends and Developments p.751 Contributed by Axinn

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INTRODUCTION

Contributed by: Jean-François Bellis and Porter Elliott, Van Bael & Bellis

Van Bael & Bellis (VBB) is a leading EU and UK com - petition law practice, advising on the full range of competition issues, including merger control. From its offices in Brussels and London, the VBB team as - sists clients at both the EU and national levels, nota - bly appearing before the European Commission, the UK Competition and Markets Authority (CMA) and the EU and UK courts, acting as lead counsel in many landmark cases. Within the field of merger control, a VBB team of EU and UK specialists represents merg -

ing parties and complainants in cases involving key issues of jurisdiction, procedure and substantive law, and has secured clearance for numerous complex transactions before the European Commission and the CMA. It also helps clients to obtain merger clear - ance from member state authorities for transactions that do not meet EU thresholds. The firm is frequently called on to co-ordinate global merger control and FDI filings, as well as filings under the EU Foreign Subsidies Regulation.

Contributing Editors

Jean-François Bellis is the co-founder and current chair of Van Bael & Bellis. He has extensive

Porter Elliott is the co-head of competition law at Van Bael & Bellis and a leading expert on EU merger control law and the EU Foreign Subsidies Regulation, as well as foreign direct investment screening.

experience in assisting clients in a broad range of antitrust issues, including cartels, dominant market positions, mergers and state aid. Jean-François has written extensively on competition law and has spoken on this subject at numerous international conferences. He is also a professor of EU competition law at the Institute of European Studies of the University of Brussels.

For nearly 30 years, he has successfully guided dozens of complex and high-profile transactions through the regulatory process, both in Europe and elsewhere. He has also represented third parties in successfully challenging and preventing the approval of proposed mergers. Porter regularly teaches, writes and speaks on issues of competition and merger control law, and has conducted training for merger control authorities.

Van Bael & Bellis Glaverbel Building Chaussée de la Hulpe 166 Terhulpsesteenweg B-1170 Brussels Belgium Tel: +32 2 647 73 50 Fax: +32 2 640 64 99 Email: brussels@vbb.com Web: www.vbb.com

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INTRODUCTION Contributed by: Jean-François Bellis and Porter Elliott, Van Bael & Bellis

As M&A Shows Signs of Recovery, Merger Control Recalibrates As in recent years, the number of M&A transactions worldwide in 2025 remained well below the peak lev - els seen in 2021. However, there were indications of a recovery, at least in certain sectors and regions. Deal value increased meaningfully in the second half of 2025, driven in large part by transactions in the technology, media and telecommunications, energy and infrastructure sectors. US megadeals – including Union Pacific’s USD85 billion acquisition of Norfolk Southern and Kimberly-Clark’s nearly USD50 billion purchase of Kenvue, both currently undergoing regu - latory review – led the way, while increases in deal value in other geographies, including Europe and Asia, were comparatively modest. Overall, the long-anticipated resurgence in worldwide M&A activity has remained uneven at best, shaped by persistent geopolitical tensions, cautious capital deployment and a still-fragile macroeconomic outlook. Yet, in the absence of a full-scale global rebound in dealmaking, merger control regimes around the world have continued to evolve at pace. What is emerging is not a simple tightening or loos - ening of merger control enforcement, but a broader recalibration of policy. Authorities are reassessing how merger control should operate in a world increasingly defined by industrial policy, supply chain resilience, technological rivalry and sustainability considerations. For merging parties, this means that the challenge is no longer just navigating complex rules but under - standing how these rules are being interpreted in real time. And, most importantly, how this recalibration of merger control, still very much a work-in-progress, is likely to impact their deal, if at all. Against this backdrop, 2026 is shaping up to be a year in which the direction of travel may in some respects become clearer, even if the ultimate destination does not. Changing landscapes across key merger control jurisdictions European Union In the EU, the long-anticipated review of the European Commission’s merger control guidelines has moved

from policy debate to concrete proposal. On 30 April 2026, the Commission launched a public consulta - tion on draft new EU Merger Guidelines, intended to replace both the 2004 Horizontal Merger Guidelines and the 2008 Non-Horizontal Merger Guidelines. The new draft reflects a discussion that began in earnest following the Commission’s 2019 prohibi - tion of Siemens’ proposed acquisition of Alstom and grew louder following the 2024 Draghi Report, which described the need to increase European productiv - ity as “an existential crisis”. Namely, how EU merger control can allow European companies to reach the scale needed to compete globally with – in particu - lar – US and Chinese rivals, without compromising the Commission’s core commitment to preserving effective competition within the EU. Unsurprisingly, the draft guidelines give greater visibility to themes such as innovation, resilience and sustainability. They also suggest a willingness of the Commission to look beyond short-term price effects in favour of longer- term procompetitive outcomes. What practical effect this “new” approach will have on the Commission’s assessment of mergers remains to be seen. Until there is clear evidence of a shift in practice, however, merg - ing parties should not assume that the Commission will become significantly more permissive. Although the draft guidelines have understandably attracted much of the recent attention, another devel - opment – the proliferation of “call-in” powers – may ultimately prove more consequential for merging par - ties. These powers allow member state competition authorities to assert jurisdiction over transactions that fall below their filing thresholds and, in some cases, refer such transactions to the Commission for review. While the objective is to prevent potentially prob - lematic deals from escaping European scrutiny, the expansion of these powers has significantly reduced the legal certainty that filing thresholds once provided, making it increasingly difficult for parties to conclude with confidence that a transaction will not be reviewed in Europe. United States US merger control is in transition. There is a mark - edly different tone at the federal agencies than there was under the Biden administration, when Lina Khan

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INTRODUCTION Contributed by: Jean-François Bellis and Porter Elliott, Van Bael & Bellis

chaired the Federal Trade Commission (FTC) and Jon - athan Kanter led the Antitrust Division of the Depart - ment of Justice (DOJ). Their replacements, Andrew Ferguson at the FTC and Gail Slater at DOJ (recently departed), have signalled a greater willingness to oper - ate within more traditional enforcement frameworks, placing greater emphasis on established principles, rather than aggressively expanding the boundaries of merger control law. Among other things, there is now more openness at the agencies to remedies as a means of resolving competition concerns, allowing a path for otherwise problematic mergers to proceed. This likely has also resulted in fewer deals dying in the boardroom based on the regulatory hurdles being viewed as insurmountable. An important procedural development is that the new, more burdensome Hart-Scott-Rodino (HSR) form introduced in February 2025 has, at least for now, been set aside following legal challenges. As a result, filings are currently being accepted using the pre-Feb - ruary 2025 form, which is substantially less onerous. This should lead to a shorter overall timeline for US approval, especially in straightforward cases, as less time is needed to complete the HSR form. This is certainly not to suggest that the road to US merger control approval is without obstacles. US enforcement remains robust, particularly in politically sensitive or strategically important sectors. This is not surprising, as the first Trump administration was not known to be soft on mergers. At the same time, politi - cal and policy considerations are widely perceived to play an increasingly important role in the review of certain high-profile transactions, placing a premium on advisers with strong government experience, insti - tutional credibility and access. Adding to the complexity, state attorneys general are playing an increasingly prominent role in merger con - trol enforcement in the US, including through state- level notification requirements. A prime example of this is the review of Paramount’s proposed USD110 billion acquisition of Warner Bros. in California, where the attorney general has “committed to fighting mar - ket consolidation that we find unlawful”, independent - ly from whatever decision the DOJ may take regarding the deal.

United Kingdom The Competition and Markets Authority (CMA) is in the process of recalibrating its merger control enforce - ment around the themes of pace, predictability, pro - portionality and process, with the aim of maintaining effective enforcement while at the same time ensuring business confidence. As part of a wider package of potential refinements to the UK competition law regime proposed by the UK government (which is the subject of an ongoing consultation process), it has been proposed to limit the criteria that the CMA may apply when assessing whether an acquirer has the ability to exert “material influence” over a target’s commercial policy and con - duct on the market, as well as to provide exhaustive (rather than merely illustrative) criteria for the “share- of-supply” test to be met. The CMA has also recently revised its merger rem - edies guidance, indicating a greater willingness under certain circumstances to accept behavioural (as opposed to structural) remedies as resolving compe - tition concerns arising from a merger. This openness to behavioural remedies has, to some degree, already started to be reflected in the CMA’s practice. Notwithstanding the outcome of the current consulta - tion, the UK will remain a critical merger control juris - diction. Although its regime is formally “voluntary” and will remain so, the CMA has proven to be a force to be reckoned with. Merging parties that overlook the UK as a merger control jurisdiction do so at their peril, especially in the case of deals with a clear UK nexus. Other jurisdictions These are only a few of the jurisdictions that com - panies must bear in mind when seeking regulatory approval of their mergers. It is also not unusual for global deals to require merger control notification and approval in countries such as Australia, Brazil, Canada, China, Japan, South Korea and Turkey, to name just a few. Some of these countries are undergo - ing their own recalibrations in response to the current geopolitical climate and industrial policy objectives. At the same time, the boundaries between merger control and other regulatory frameworks are becoming

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INTRODUCTION Contributed by: Jean-François Bellis and Porter Elliott, Van Bael & Bellis

increasingly blurred. Foreign direct investment screen - ing – and, in the EU, foreign subsidies screening in merger cases – now play a central role in transaction planning. While distinct in legal basis, these regimes often operate in parallel, adding layers of complexity and co-ordination challenges. Despite commitments of authorities in various juris - dictions to lower burdens on companies in order to encourage investment and stimulate economic growth, in-house and external counsel seeking quick and efficient deal approval face a more complicated landscape than ever before. This makes having a clear guide such as this one all the more essential. Indeed, the Chambers Merger Control 2026 guide provides answers to all the most pressing questions companies and their lawyers face with every notifiable transac - tion. Where to file For starters, where does the deal need to be filed for approval? This is a crucial question, as there are potentially serious consequences for failing to make a required merger control filing, including the imposi - tion of heavy fines. Unfortunately, it can be tricky to determine where filings are required in a given case. Although an ever-increasing number of countries have some form of merger control law, there remains very little standardisation, with each merger control regime continuing to have its own test to determine which transactions amount to a notifiable event. Some jurisdictions catch only changes in control, while oth - ers also cover certain acquisitions of non-controlling minority stakes. Moreover, every jurisdiction has its own set of filing thresholds based on various factors, such as the par - ties’ revenues, asset value, market share, and the size of the transaction. An increasing number of authorities now also have “call-in” powers. Given this, determin - ing where to file requires a careful country-by-country analysis. As such, each chapter of the 2026 edition of the Chambers Merger Control guide indicates whether that jurisdiction has such powers and whether it has in fact called in below-threshold transactions.

Many countries (virtually every EU member state, as well as dozens of non-EU countries) now have foreign direct investment (FDI) legislation that may require additional filings and approvals. Merging parties also face the possibility of having to make a separate, potentially very onerous filing under the EU Foreign Subsidies Regulation (FSR). The FSR requires, inter alia, notification to and prior approval by the European Commission of certain transactions where one party is established in the EU and the other (typically the acquirer, but also possibly a merging party or joint venture partner) benefits from “financial contributions” meeting certain monetary thresholds. Although neither FDI nor foreign subsidies approval fall within what one traditionally has in mind when speaking of “merger control”, they represent significant additional hurdles increasingly faced by merging companies that should be considered at early stages of deal planning and may delay when closing can occur. Substantive reviews Once it has been determined where merger control filings need to be made, the next question is what the regulatory reviews will entail and what needs to be done in order to obtain approval in each jurisdiction. Again, each merger control regime has its own test for determining whether a given transaction will be approved – while the approach may be broadly similar across jurisdictions, there are nuances in each that are important to understand. For example, is the legal test for assessing mergers based on maintaining effective competition, avoiding the creation or strengthening of a dominant position, or some other standard? Are vertical mergers subject to the same level of scrutiny as horizontal mergers? How are efficiencies considered by the regulator in its assessment? Is the agency’s analysis based purely on competition law principles or are there other (eg, public interest) considerations at play? What kinds of arguments are most likely to be persuasive to each authority, and how does one ensure a consistent approach across jurisdictions given international co- operation between regulators? Timing Of course, another key issue will be how the regulatory process affects timing. After all, there is no such thing

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INTRODUCTION Contributed by: Jean-François Bellis and Porter Elliott, Van Bael & Bellis

as a deal that is not time-sensitive. In every transac - tion, there is a sense of urgency and a desire to close as soon as possible, ideally the day before yesterday. This urgency needs to be reconciled with the fact that, with some notable exceptions, most merger control jurisdictions require closing to be suspended until regulatory approval has been granted. Taking into account the time needed to prepare the filing(s), which in challenging cases can easily be hundreds of pages long (excluding annexes) in certain jurisdictions, the time spent in “pre-notification consultations” with the relevant authorities before formal filing occurs, and the time it takes for the review process(es) to play out, closing can easily be delayed for a couple of months in simple cases, or for well over a year in more chal - lenging ones. Reasonable timelines need to be set for the parties, and expectations must be managed carefully. Once again, every jurisdiction has its own procedural rules and deadlines, so co-ordinating the reviews across the world can be a significant challenge. This applies even more so where remedies are required in order to obtain approval in one or more jurisdictions. Conclusion For the above reasons (and many more), navigating a global merger control filing and approval process is a complex business, and it is getting more com - plex every year. The Chambers Merger Control 2026 guide aims to cut through some of that complexity by providing the reader with a practical guide, in a user-friendly format, that covers many of the world’s leading merger control jurisdictions.

The sections in this guide cover the key rules relevant for a merger control filing assessment, including: • the kinds of transactions that have to be notified (or are subject to review); • what the filing thresholds are; • the procedure and timeline for notification and approval; • the substantive considerations of the authorities; and • what kind of enforcement record the authorities have. However, the chapters also go beyond the letter of the law and provide useful information on how these rules are applied in practice. For instance, the sec - tions on applicable fines for failure to file cover not only whether such penalties exist and what their legal maximum is, but, more importantly, whether these penalties are applied in practice and what penalties have been imposed recently. Although by no means a substitute for seeking advice from experienced merger control counsel, this guide provides clear and practical answers to most of the fundamental questions faced by any company involved in a transaction that requires merger control filings (while also addressing foreign direct invest - ment and foreign subsidies filings and approvals). The reader will find this guide to be a very useful tool for navigating their way through the increasingly complex labyrinth of global merger control. As always, this work is the result of a collective effort. We extend our sincere thanks to all the authors for their contributions and to the Chambers team for their continued diligence and professionalism.

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AUSTRALIA

Australia

Law and Practice Contributed by: Mark Grime and George Lukic Thomsons

Sydney

Tasmania

Contents 1. Legislation and Enforcing Authorities p.12 1.1 Merger Control Legislation p.12 1.2 Legislation Relating to Particular Sectors p.12 1.3 Enforcement Authorities p.12

4. Substance of the Review p.23 4.1 Substantive Test p.23 4.2 Markets Affected by a Transaction p.24

4.3 Reliance on Case Law p.24 4.4 Competition Concerns p.24 4.5 Economic Efficiencies p.24 4.6 Non-Competition Issues p.24

2. Jurisdiction p.13 2.1 Notification p.13 2.2 Failure to Notify p.13

4.7 Special Consideration for Joint Ventures p.24 5. Decision: Prohibitions and Remedies p.24 5.1 Authorities’ Ability to Prohibit or Interfere With Transactions p.24 5.2 Parties’ Ability to Negotiate Remedies p.25 5.3 Legal Standard p.25 5.4 Negotiating Remedies With Authorities p.25 5.5 Conditions and Timing for Divestitures p.25 5.6 Issuance of Decisions p.26 5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions p.26 6. Ancillary Restraints and Related Transactions p.26 6.1 Clearance Decisions and Separate Notifications p.26 7. Third-Party Rights, Confidentiality and Cross- Border Co-Operation p.26 7.1 Third-Party Rights p.26 7.2 Contacting Third Parties p.26 7.3 Confidentiality p.27 7.4 Co-Operation With Other Jurisdictions p.27 8. Appeals and Judicial Review p.27 8.1 Access to Appeal and Judicial Review p.27 8.2 Typical Timeline for Appeals p.27 8.3 Ability of Third Parties to Appeal Clearance Decisions p.27 9. Foreign Direct Investment/Subsidies Review p.27 9.1 Legislation and Filing Requirements p.27

2.3 Types of Transactions p.14 2.4 Definition of “Control” p.14 2.5 Jurisdictional Thresholds p.15

2.6 Calculations of Jurisdictional Thresholds p.16 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds p.17 2.8 Foreign-to-Foreign Transactions p.18 2.9 Market Share Jurisdictional Threshold p.18 2.10 Joint Ventures p.18 2.11 Power of Authorities to Investigate a Transaction p.19 2.12 Requirement for Clearance Before Implementation p.19 2.13 Penalties for the Implementation of a Transaction Before Clearance p.19 2.14 Exceptions to Suspensive Effect p.20 2.15 Circumstances Where Implementation Before Clearance Is Permitted p.20 3. Procedure: Notification to Clearance p.20 3.1 Deadlines for Notification p.20 3.2 Type of Agreement Required Prior to Notification p.20 3.3 Filing Fees p.20 3.4 Parties Responsible for Filing p.21 3.5 Information Included in a Filing p.21 3.6 Penalties/Consequences of Incomplete or Inaccurate Notification p.22 3.7 Review Process p.22 3.8 Pre-Notification Discussions With Authorities p.23 3.9 Requests for Information During the Review Process p.23 3.10 Accelerated Procedure p.23

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AUSTRALIA Law and Practice Contributed by: Mark Grime and George Lukic, Thomsons

Thomsons is a major Australian corporate law firm with a national footprint spanning Sydney, Mel - bourne, Brisbane, Perth, Adelaide and Canberra. The firm’s antitrust, competition and consumer practice combines deep regulatory insight with a bespoke strategic approach. The practice focuses on com - plex merger clearances, Australian Competition and Consumer Commission (ACCC) enforcement, and infrastructure regulation, and has been significantly strengthened by the arrival of partner Mark Grime

(formerly of Clifford Chance), who brings a sophis - ticated cross-border skill set. The group offers inte - grated counsel on complex merger control, ACCC enforcement, and foreign investment clearances. Trusted by major domestic and multinational corpo - rates and institutional investors, the team seamlessly collaborates with the firm’s corporate and disputes practices to deliver strategic, high-stakes counsel navigating Australia’s most challenging competition matters.

Authors

Mark Grime is a partner in the antitrust, competition and consumer practice at Thomsons in Sydney. He specialises in navigating complex Australian and multi-jurisdictional merger control, joint ventures, and the

George Lukic is a litigator and partner in the antitrust, competition and

consumer practice at Thomsons. He specialises in front and back-end competition and consumer matters and regularly advises clients on competition matters, including in relation to merger control. George maintains a strong regulatory litigation practice, and has acted in matters against the Australian Competition and Consumer Commission, Australian Securities and Investments Commission, Australian Taxation Office, Commonwealth Director of Public Prosecutions, Australian Federal Police, and other regulators. George is a deputy chair of the Competition and Consumer Committee of the Law Council of Australia.

antitrust aspects of global transactions. Mark provides unique regulatory insight drawn from his tenure at the Australian Competition and Consumer Commission (ACCC), offering clients an “insider” perspective on agency priorities and enforcement trends. As a trusted adviser to multinational corporations, institutional investors and private capital firms, he is widely recognised for delivering strategic counsel on high-stakes merger clearances and transactional competition matters.

Thomsons Level 14, 60 Martin Place Sydney NSW 2000 Australia

Tel: +61 2 9020 5618 Fax: +61 2 8248 5899 Email: mgrime@thomsons.com.au Web: www.thomsons.com.au

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AUSTRALIA Law and Practice Contributed by: Mark Grime and George Lukic, Thomsons

1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation The core merger control legislation in Australia is the Competition and Consumer Act 2010 (Cth) (CCA), specifically section 50 and Part IVA. This framework was fundamentally overhauled by the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 (Cth), which transitioned Australia from a volun - tary judicial enforcement model to a mandatory and suspensory administrative regime effective from 1 January 2026. This primary legislation is strictly operationalised by detailed legislative instruments that dictate notifica - tion thresholds, procedural requirements, and filing fees. The critical instruments are the Competition and Consumer (Notification of Acquisitions) Determination 2025 and the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No 1) Determination 2025, with the latter introducing highly technical changes that took effect on 1 April 2026. A further round of legislative refinement commenced with the introduction of the Treasury Laws Amend - ment (Strengthening Accountability for Tax Adviser Misconduct and Other Measures) Bill 2026 on 2 July 2026 (the “July Bill”). If enacted, that Bill will make targeted adjustments to the operation of the new regime, including the consequences of non-notifica - tion, aspects of the control and associate framework, and the treatment of approvals that would otherwise become stale. Significant regulatory guidance is also provided by the Australian Competition and Consumer Commis - sion (ACCC), most notably the ACCC Merger Assess - ment Guidelines, the ACCC’s interim Merger Process Guidelines 2025, the ACCC Merger Reform: Frequent - ly Asked Questions, and specific interim guidance on the increasingly popular Notification Waiver process, which define the regulator’s day-to-day administrative expectations. 1.2 Legislation Relating to Particular Sectors Under the CCA, the minister possesses the power to designate specific sectors for mandatory notification regardless of general financial thresholds. Currently,

the major supermarkets (Coles and Woolworths) are subject to bespoke designations requiring them to notify any acquisition of a supermarket business or associated land. Beyond competition law, foreign investments remain governed by the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), administered by the Foreign Investment Review Board (FIRB). The FATA typically requires foreign investors to obtain no-objection noti - fications for acquiring certain interests in Australian entities or land. While the ACCC and FIRB operate distinct regimes, FIRB delegates the “competition” limb of its national interest test to the ACCC and will generally not issue a no-objection notification until ACCC clearance is secured. Other relevant sector-specific ownership limits are included in the Financial Sector (Shareholdings) Act 1998 (Cth) (banking and insurance), the Broadcasting Services Act 1992 (Cth) (media), and the Telecommu - nications Act 1997 (Cth). 1.3 Enforcement Authorities The ACCC is the primary enforcement authority. Under the 2026 regime, the ACCC’s role has transitioned to the first-instance administrative decision-maker for all merger clearances. It conducts Phase 1 and Phase 2 reviews (as well as public benefit assessments) and holds the unilateral administrative power to permit, conditionally permit, or outright prohibit a transaction. The Australian Competition Tribunal (the “Tribunal”) serves as the appellate body, conducting limited “merits reviews” of the ACCC’s administrative deci - sions. The Federal Court of Australia’s role in merger control is now strictly confined to judicial review of the Tribunal’s decisions on points of law, and presiding over civil penalty proceedings brought by the ACCC for gun-jumping or procedural contraventions. Merg - er parties can no longer directly apply to the Federal Court for a pre-emptive or defensive declaration that a transaction does not substantially lessen competition.

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AUSTRALIA Law and Practice Contributed by: Mark Grime and George Lukic, Thomsons

2. Jurisdiction 2.1 Notification

securing legal certainty and a statutory “safe harbour” against future challenges. 2.2 Failure to Notify The penalties for failing to notify (gun-jumping) under the new regime are significant. Under the regime as enacted on 1 January 2026, a notifiable transaction completed without ACCC approval is automatically void. However, the July Bill proposes to replace that auto - matic consequence with a court-supervised voidable model in which a non-notified acquisition is voided only if ordered by the Federal Court (upon applica - tion by the ACCC). If enacted, that change would reduce the current all-or-nothing invalidity risk, while preserving the ability of the ACCC to seek substan - tial civil penalties, injunctions and structural relief. It will also provide the Federal Court with an ability to impose other orders it considers desirable in the cir - cumstances. Automatic voiding will be retained for acquisitions that complete but have been notified and remain under ACCC review, blocked by the ACCC or are now subject to a stale ACCC approval. Non-noti - fied acquisitions that meet jurisdictional thresholds will remain stayed. The ACCC can seek substantial civil penalties in the Federal Court for a failure to notify a notifiable acqui - sition. Maximum penalties for corporations are the greater of: • AUD100 million; • three times the value of the reasonably attributable benefit obtained; or • if the benefit cannot be determined, 30% of the corporation’s adjusted turnover during the entire “breach turnover period”. While the mandatory regime is nascent, the ACCC is actively monitoring markets and has publicly indi - cated a zero-tolerance policy towards gun-jumping. Deal teams must observe the suspensory obligation as maximum penalties are a genuine risk for deliberate circumvention. Failure to obtain approval or taking steps to integrate prior to doing so, can also give rise to cartel risk. When

Under the regime that commenced on 1 January 2026, notification is strictly mandatory and suspen - sory. Transactions that satisfy the jurisdictional thresh - olds and control tests must be notified to the ACCC and cannot be put into effect until formal clearance is granted. Notification Waiver Process A prominent feature of the 2026 regime is the “Notifi - cation Waiver” process. For transactions that techni - cally satisfy the financial thresholds and control tests but are competitively benign (eg, zero overlap or neg - ligible market shares), parties can apply for an early waiver. If granted within the 25-business-day statutory period, this legally removes the obligation to submit a full notification. Exceptions are limited and technical Narrowly drawn statutory exceptions exist, primar - ily aimed at routine commercial conduct. Safe har - bours exist for certain land and property acquisitions, internal restructures with no change in control, and temporary holdings by administrators or underwriters. Additionally, certain acquisitions by financial institu - tions are exempt to ensure market liquidity and capital provision, alongside carve-outs for specific govern - ment-mandated acquisitions, and share purchases in entities governed by Chapter 6 of the Corporations Act 2001 (Cth) that stay below the 20% voting power threshold. The exceptions can be technical and reli - ance will be fact-specific. Voluntary notification Voluntary notification remains an available option for transactions that do not satisfy jurisdictional thresh - olds. The ACCC holds a “call-in” power to formally review any transaction that does not meet jurisdiction - al thresholds if it suspects a substantial lessening of competition. For sub-threshold transactions involving close competitors or concentrated markets, merger parties are recommended to undertake a more sub - stantive upfront competition analysis (as would have been previously done under the ACCC’s legacy infor - mal merger clearance regime) to determine whether a voluntary filing is appropriate for the purposes of

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AUSTRALIA Law and Practice Contributed by: Mark Grime and George Lukic, Thomsons

The Qualitative Test: Practical Control For the purposes of the qualitative test, “control” is defined as the capacity, in a real and practical sense, to determine the outcome of decisions regarding an entity’s financial and operating policies. The inquiry is substantive rather than merely formal: it requires an assessment of both legal rights and the practical influ - ence an acquirer (either alone or jointly with its asso - ciates) will be able to exert. Rights relating to budget approval, strategic planning, board composition or senior management appointments may satisfy the control test where, in substance, they confer genu - ine capacity to determine the outcome of decisions regarding the entity’s financial and operating policies, rather than merely protecting a minority investment. If an acquirer (or group of associates acting in concert) obtains this practical control, the transaction will be considered to satisfy the requisite control test. The definition of control otherwise remains substan - tively unchanged under the July Bill. The Quantitative Test: Objective Voting Power Thresholds The quantitative voting power thresholds operate alongside the qualitative inquiry. As a result, a transac - tion may still require notification where the acquirer’s voting power crosses a statutory threshold even if an acquisition does not afford an acquirer, either on its own or jointly, an ability to control a target. The 1 April 2026 legislative amendments introduced hard “voting power” thresholds. This means that even if a minority stake is entirely pas - sive, and the acquirer successfully proves they com - pletely lack practical control over the target’s policies, notification is strictly required if the acquisition results in the acquirer’s voting power crossing specific statu - tory lines. These thresholds include: • Moving from ≤20% to >20% in a private, unlisted company (fewer than 50 members). • Moving from ≤20% to >20% in a widely held or listed entity (a Chapter 6 entity, addressing sce - narios where a party already had practical control but increases their stake).

a failure to notify is prosecuted as gun-jumping cartel conduct, separate criminal penalties can also apply. 2.3 Types of Transactions The regime captures the acquisition of shares, assets, or control of an entity and looks at the substance of the transaction rather than its legal form. “Assets” Are Defined Broadly A feature of the 2026 regime is the expansive defini - tion of what constitutes an “asset”, which can include real property and leasehold interests, intangible and intellectual property, plant and equipment, and con - tractual rights (including options for land development rights or the assignment of specific supplier or cus - tomer contracts). While the legislation contains narrow “ordinary course of business” exceptions, the breadth of the asset definition means deal teams must now routinely screen standalone commercial property, IP, and licensing transactions for mandatory merger filing obligations. Discrete Asset Acquisitions A critical distinction was introduced on 1 April 2026 between acquiring “all or substantially all” of a busi - ness and “discrete asset acquisitions” (eg, purchas - ing a specific intellectual property portfolio, a single manufacturing facility, or a specific leasehold) that do not constitute all, or substantially all, of the assets of a business. Discrete asset acquisitions are subject to different, transaction-value thresholds to ensure the ACCC only reviews the transfer of assets that are competitively meaningful. Exempt Transactions Internal restructures involving related bodies corpo - rate are generally exempt, provided there is no change in ultimate control. 2.4 Definition of “Control” Under the 2026 mandatory regime, assessing “con - trol” requires navigating a dual-layered, concurrent framework. Dealmakers must assess transactions against both a qualitative “practical control” test and quantitative “voting power” thresholds. These tests are not mutually exclusive; triggering either one man - dates a formal notification (assuming the financial thresholds are also met).

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AUSTRALIA Law and Practice Contributed by: Mark Grime and George Lukic, Thomsons

• Moving from <20% to ≥50% in any public compa - ny (or moving from ≥20% to ≥50% in any private/ public body corporate). It is important to distinguish between shareholding and voting power because the mandatory 20% noti - fication threshold is triggered by the aggregate of all relevant interests and associate holdings, meaning an acquisition can satisfy the bright-line thresholds even if the acquirer’s direct legal shareholding remains below the trigger. If enacted, proposals contained in the July Bill will narrow the definition of “associate” from the broader Corporations Act definition currently used. Under the proposed refinements, an “associate” will be strictly limited to entities within the same corporate group, or persons with a specific agreement to act in concert or jointly influence the target’s financial and operating policies (but will no longer extend to board composi - tion). The application of the voting power thresholds otherwise remains unchanged. Implications for Notification Assessments This concurrent framework operates as a sophisticat - ed regulatory net. It ensures the ACCC has regulatory visibility over both highly engineered minority control structures and creeping, purely passive equity accu - mulations. If enacted, proposals in the July Bill will limit joint con - trol to relationships capable of affecting a target’s stra - tegic behaviour and adopt a test more closely aligned with the concepts of decisive and material influence used in the EU and UK, respectively. Associate “Minority Shareholder” Carve-Out Importantly, for private equity, venture capital syndi - cates, and consortiums, investors will not be deemed “associates” (meaning their voting power is not aggre - gated) merely because they hold standard “minority shareholder protection rights” designed solely to pro - tect the financial value of their investment rather than exert joint commercial control. This also applies for the purposes of revenue calculation – see 2.7 Busi- nesses/Corporate Entities Relevant for the Calcula- tion of Jurisdictional Thresholds .

If enacted, proposals contained in the July Bill will introduce a number of specific carveouts to the defini - tion of “associate” that will provide greater certainty and preclude a party from being considered an asso - ciate for the purpose of assessing joint control as a result of arms-length financing, subscription and standard shareholders’ agreements (regarding gov - ernance processes), minority shareholder protection rights, arm’s length financing arrangements, rights to dispose of securities (or control the disposal of the same), standard professional advisory/proxy relation - ships, or other classes of rights as determined by the Minister. 2.5 Jurisdictional Thresholds The mandatory monetary thresholds introduced in 2026 are multifaceted and utilise a combination of acquirer revenue, target revenue, and transaction value. Monetary Thresholds For the acquisition of shares or assets that comprise all or substantially all of the assets of a business, sat- isfaction of the following thresholds will give rise to a notification requirement (if control is also acquired): • Acquisitions resulting in large or larger corporate groups (“Large Merged Firms”) – Combined gross annual Australian revenue of the acquirer and target groups is ≥AUD200 million, and either the target’s gross Australian revenue is ≥AUD50 million ( or the transaction value is ≥AUD250 million). • Acquisitions by very large acquirers – Acquirer group’s gross annual Australian revenue is ≥AUD500 million, and either the target’s Austral - ian revenue is ≥AUD 10 million ( or the transaction value is ≥AUD 50 million). • Cumulative (serial) acquisitions – The regime includes three-year look-back provisions. Notifica - tion will be required for: (a) Large Merged Firms where the combined acquirer and target annual revenue is ≥AUD200 million, and the cumulative Australian turnover of targets acquired by the principal party in the same or substitutable sectors over the past three years is ≥AUD50 million. (b) Very large acquirers where the acquirer turno - ver is ≥AUD500 million, and the cumulative

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AUSTRALIA Law and Practice Contributed by: Mark Grime and George Lukic, Thomsons

Australian turnover of targets acquired in the same or substitutable sectors over the past three years is ≥AUD10 million. For the cumulative threshold, only individual prior transactions with a target turnover >AUD2 million count toward this aggregation. Acquisition Thresholds For the acquisition of discrete assets that do not com - prise all or substantially all of the assets of a business, satisfaction of the following thresholds will give rise to a notification requirement: • Large Merged Firms – Acquirer group’s gross Aus - tralian revenue is ≥AUD200 million, and the trans- action value is ≥AUD200 million. • Very large acquirer – Acquirer group’s gross Aus - tralian revenue is ≥AUD500 million, and the trans- action value is ≥AUD50 million. Discrete asset acquisitions with a transaction value of ≥AUD2 million may also be captured where the creep - ing acquisitions threshold has otherwise been met. Specific Thresholds and Ministerial Designations The Treasurer possesses the statutory power to “des - ignate” specific sectors or classes of acquisitions that will be subject to lower or bespoke jurisdictional thresholds. This mechanism is specifically intended to capture “creeping acquisitions” in highly concentrated markets where incremental transactions would other - wise fall below the general economy-wide triggers. This power was first exercised via the Competition and Consumer (Notification of Acquisitions–Super - markets) Determination 2025. Under this instrument, designated “major supermarkets” are subject to a strict zero-dollar notification threshold for the acqui - sition of any “supermarket business” or land intend - ed for supermarket use. This designation effectively overrides the general monetary and discrete asset thresholds mandating ACCC notification for all such transactions regardless of value or scale. Other sec - tors that have been identified as priority sectors for potential designation include liquor, fuel retailing, cer - tain health and medical services, and childcare and early learning. Given the dynamic nature of applicable

thresholds, regularly checking for updated ministerial determinations is recommended. 2.6 Calculations of Jurisdictional Thresholds The calculation of jurisdictional thresholds requires a technical assessment of Australian revenue and global transaction value, with specific rules governing cur - rency conversion and asset valuation. Both revenue and transaction value must be calculated as of the “contract date” (the date the definitive agreement is executed). Australian Revenue (Turnover) Test The “Australian revenue” threshold is calculated based on gross revenue derived from sales to customers in Australia in the last full financial reporting year. • Nexus: Revenue is attributed to Australia if the customer is located in Australia, regardless of the billing entity’s domicile. • Basis of calculation: Revenue must be calculated on a “gross” basis (excluding GST and other taxes) and is derived from the entity’s audited financial statements for the most recently completed finan - cial year. • Valuation method: The revenue threshold is based on book value as recognised under Australian Accounting Standards (or equivalent international standards). Transaction Value The transaction value threshold is a “global” test, meaning the total value of the deal is assessed even if only some of the assets or part of the business are located in Australia. Valuation method The value is the higher of: • the fair market value of the shares or assets being acquired; or • the total consideration (received or receivable) as stipulated in the transaction documents. Inclusions The value must include all cash, equity, assumed liabilities, and the estimated value of contingent con - sideration, such as earn-outs or deferred payments.

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