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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