AUSTRALIA Trends and Developments Contributed by: Mark Grime and George Lukic, Thomsons
Australia’s Mandatory Merger Regime: Execution Risk and Strategy for Global Dealmakers Introduction Australia’s shift to a mandatory, suspensory merger control regime from 1 January 2026 marks the most significant overhaul of its competition law in decades. The reform replaces Australia’s long-standing volun - tary, informal clearance model with a system that requires notification of transactions that meet pre - scribed thresholds and prevents completion until the Australian Competition and Consumer Commission (ACCC) has completed its review. The new regime, administered by the ACCC under the Competition and Consumer Act 2010 (Cth), is intended to give the reg - ulator earlier visibility of potentially anti-competitive acquisitions, reduce the risk of harmful transactions completing before scrutiny occurs, and create a more structured and transparent review process. Under the previous system, parties often engaged with the ACCC on a voluntary basis, but there was no general obligation to notify and no automatic pro - hibition on closing while review was underway. That approach gave parties flexibility, but it also depended heavily on self-assessment and informal engage - ment. Critics argued that the model created uncer - tainty, allowed some transactions to proceed without effective review, and made it harder for the ACCC to address cumulative consolidation, including serial acquisitions and roll-up strategies. The new regime responds to those concerns by introducing mandatory thresholds, a formal waiver pathway, public disclosure and a multi-phase review framework. Early data and market feedback reveal both success - es and emerging challenges: the new system is work - able, but it requires more front-end discipline than many parties initially expected. Longer pre-signing workstreams; earlier escalation of competition issues to boards and investment committees; and more detailed diligence on overlaps, governance rights and prior acquisitions are becoming increasingly preva - lent matters before transaction documents are settled. Data also suggests that the burden is falling unevenly across sectors. Infrastructure, healthcare, retail and other sectors with local market issues, repeat acqui - sitions or public sensitivity are seeing the greatest change in process and timing, while clearly low-risk
transactions can still move quickly if the filing analysis is prepared well. Dealmakers must also keep in mind that the regime remains subject to continued refinement. A further round of legislative proposals was introduced to Aus - tralian parliament on 2 July 2026. If enacted, this will see further targeted adjustments to the operation of the new regime, including the consequences of non-notification, aspects of the control and associ - ate framework, and the treatment of approvals that would otherwise become stale. The current thresholds are also expected to be reviewed at the end of 2026. Comparative context for global dealmakers At a high level, Australia now shares with the Euro - pean Union and the United States a mandatory and suspensory approach for transactions that meet pre - scribed thresholds. In each of those systems, parties must identify whether a filing obligation is triggered and, if so, must wait for clearance before completing. All three jurisdictions (along with the UK) now expect parties to engage earlier, produce better evidence and anticipate a more sceptical review environment than was common a decade ago. All place increas - ing emphasis on internal documents, market reali - ties and the possibility that a transaction may affect future competition, not just present market shares. All also create meaningful execution risk where the filing analysis is left too late or where the parties assume that a modest transaction value means low regulatory interest. However, Australia’s framework retains distinctive features, including its revenue-based thresholds, the prominence of waivers for low-risk transactions, and the specific focus on serial acquisitions through the three-year look-back. The threshold design is one of the clearest points of divergence. Australia’s revenue focus can capture businesses with a limited physical footprint but meaningful Australian sales. Review timelines also differ in ways that affect trans - action planning. Australia’s early experience suggests relatively quick outcomes for straightforward matters, with Phase 1 notifications often resolved within about 20 business days and waivers averaging about 11–12 business days. For global dealmakers, the key point is
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