Australia’s new M&A regulatory landscape marks the most significant shift in dealmaking oversight in over a decade. The new merger regime commenced on 1 January 2026, noting that voluntary notification started on 1 July 2025.
The key change is the move from a voluntary, judicial-enforcement model to a mandatory, administrative regime, with the Australian Competition and Consumer Commission (ACCC) as the first-instance decision-maker for each notified acquisition. While headlines focus on technical reforms, the practical reality is that Dealmakers can no longer assume they can conduct business as usual.
The new M&A regime introduces a tougher, more officious approach that changes how Dealmakers must plan, structure, and carry out its acquisitions. For sophisticated Dealmakers, this is not necessarily a risk — instead, a fundamental shift in maintaining deal certainty.
Early adoption of the new M&A regime by Dealmakers ensures a competitive edge by preventing delays, unexpected regulatory scrutiny, and the erosion of deal value.
End of Clearance by Default
Historically, many transactions could proceed on the assumption that the regulator would not interfere unless the merger was clearly anti-competitive. However, the new M&A regime is based on proactive intervention, in which regulators expect greater transparency, earlier engagement, and a more thorough assessment of potential impacts on competition.
Therefore, Dealmakers should regard new regulatory issues as a key strategic risk — future dealmaking might necessitate planning for regulatory review or a more detailed competition analysis.
Under the new regime, mandatory notification is triggered by clear economic thresholds. For example, acquisitions must be notified where combined Australian revenue exceeds $200 million and either the target’s Australian revenue exceeds $50 million, or the global transaction value is at least $250 million.
Very large acquirers with Australian revenue of $500 million or more must notify even where the target’s revenue is $10 million or above, and cumulative (creeping) acquisitions over three years can also trigger notification obligations.
These thresholds explain why parties must disclose detailed revenue and value data in their notification filings — it directly determines whether the regime applies to their transaction.
An unprepared Dealmaker may face significant changes to deal timelines or arduous conditions and undertakings that would affect the deal’s commercial corpus.
Mandatory Clearance Before Completion
In addition to the new regime being mandatory, Dealmakers must understand that a merger transaction simply cannot be completed without having first received approval or a waiver from the ACCC. The ACCC requires that parties to a notifiable acquisition must wait for clearance before proceeding with completion, and failure to do so may render the transaction void and expose parties to substantial penalties.
Importantly, completions that occur without satisfying these legal requirements cannot be retrospectively remedied — once a transaction completes in breach of the notification and approval requirements, strict enforcement consequences follow under the Competition and Consumer Act 2010 (Cth) and associated instruments.
Preparation becomes vital
One of the most immediate effects of the new M&A regime is that it reduces the margin for error. Transactions now demand earlier and more thorough identification of potential competition issues, especially where:
- material increases in market share prevail,
- a deal involves strategic or data assets,
- a deal involves vertical integration of participating entities, or
- concentrated market conditions exist.
Under the new M&A rules, the regulator expects Dealmakers to be well-informed and to clearly explain why their deal will not substantially reduce competition. If not, they risk the regulator making decisions that could lead to unexpected challenges or longer review times.
Consequently, under the new M&A regime, the regulatory dealmaking strategy must start before negotiations advance, not after signing the term sheet.
Changing Deal-Timelines
One of the most overlooked impacts of the new M&A regime is the change in deal pace. The increased chance of regulatory review means timelines can lengthen considerably if the Dealmaker has not anticipated or prepared for it.
Sophisticated dealmakers are already gaining a competitive edge by implementing the following protective measures:
- conducting pre-signing competition analysis,
- structuring transactions to avoid excessive interdependence or control concerns,
- preparing clean-team (restricted group accessing sensitive information) protocols early,
- running parallel workstreams to avoid bottlenecks, and
- engaging with regulators informally pre-notification where possible and appropriate.
A Dealmaker who shows an early grasp of these new regulatory issues appears more credible, acts more efficiently, and can often speed up approval because the regulator may ask fewer questions.
Conversely, Dealmakers who do not adapt to new timelines or assume the regulator will adopt a light-touch approach will encounter delays that can cause frustration in their deal and expose it to timing risks, counterbids, or adverse market movements.
It’s More than Changing Rules
The new M&A regime not only introduces new processes but also reflects a significant shift in enforcement mindset. Regulators are now seen as guardians of a competitive market structure rather than passive transaction reviewers.
This means Dealmakers should expect:
- requests for more detailed information,
- in-depth questioning about strategy, data, and vertical integration,
- greater scrutiny of global mergers with Australian implications,
- a reluctance to accept high-level assurances.
The enforcement climate is straightforward: prompt, consistent, and firm regulatory action when competition is at risk.
There are severe penalties for non-compliance and Dealmakers who ignore the new M&A regime do so at their own peril. Failure to notify and obtain ACCC clearance before completing a notifiable acquisition may render the transaction void and expose the parties to significant penalties — including fines of up to AU$50 million for corporations and AU$2.5 million for individuals involved in the contravention. The ACCC also has powers to seek injunctions and other court orders to enforce compliance with the regime.
Practical Hints
To thrive in the new M&A environment, Dealmakers should incorporate the following tips into their transaction strategy.
- Start regulatory assessment early — find issues early, not at the end.
- Integrate regulatory strategy into deal structure ─ Customise transaction mechanics (including control rights, earn-outs, and governance) to address concerns.
- Prioritise clear communication ─ Regulators respond quicker when they grasp the story. A well-structured, credible competition narrative can significantly enhance results.
- Build flexibility in timelines ─ Reduce unnecessary pressure by planning for possible review extensions.
- Engage the right lawyers and advisers early ─ Dealmaking in this environment requires lawyers and advisers who understand both competition strategy and transaction dynamics — not just one or the other.
Conclusion
The new M&A regime does not make dealmaking impossible. It simply raises the bar. Dealmakers who adapt their processes, anticipate regulatory expectations, and integrate competition strategy into the early stages of the deal will navigate the regime effectively and even benefit from the increased complexity.
Those who cling to outdated assumptions will face delays and unpleasant surprises and are likely to lose out to competitors. In today’s market, regulatory expertise isn’t just about compliance — it’s a keyway to stand out.
References:
- ACCC Transition to a new merger control regime
- ACCC’s compliance and enforcement priorities update 2025-26 address
- ACCC welcomes passage of historic merger laws
MV Law Canberra
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Email: info@mvlaw.com.au