Question 1

When did mandatory merger notification start in Australia?

Accepted Answer

Australia's mandatory and suspensory merger notification regime commenced on 1 January 2026, replacing the previous voluntary notification system. The ACCC is the decision-maker for merger clearance under amendments to the Competition and Consumer Act 2010.

Question 2

What are the ACCC merger notification thresholds?

Accepted Answer

The two main monetary tests are: (1) Large Merged Entity, combined Australian turnover of A$200 million or more, plus either target Australian turnover of A$50 million or more or global transaction value of A$250 million or more; and (2) Very Large Acquirer, acquirer group Australian turnover of A$500 million or more, plus target Australian turnover of A$10 million or more. Monetary thresholds alone are not sufficient, the acquisition must also be of a qualifying type (control, voting power crossing, or asset/business acquisition).

Question 3

Do I need to notify the ACCC of my acquisition?

Accepted Answer

Notification is required if an acquisition meets both a monetary threshold and an acquisition type requirement. The regime uses a two-limb test. MergerCheck (mergercheck.com) is a free tool that assesses whether your acquisition may be notifiable. All outputs should be reviewed with qualified Australian competition counsel.

Question 4

What is the ACCC merger review process and timeline?

Accepted Answer

The ACCC merger clearance process has defined phases: Phase 1 review takes 30 business days (fee: A$56,800). If further review is needed, Phase 2 takes 90 business days (fee: A$475,000 to A$1,595,000 depending on deal size). A public benefit test takes 50 business days (A$401,000). Parties may also apply for a waiver of the notification obligation (25 business days, A$8,300).

Question 5

What is a serial acquisition under the ACCC merger regime?

Accepted Answer

The ACCC aggregates the cumulative Australian turnover of all qualifying acquisitions of the same or substitutable goods or services within the past 3 years. If the cumulative total meets the serial threshold (A$50 million for a large merged entity, or A$10 million for a very large acquirer), notification may be required. Prior acquisitions are excluded if they were previously notified, had turnover below A$2 million, assets are no longer held, or the target was not connected with Australia.

Question 6

What happens if I complete a notifiable acquisition without ACCC clearance?

Accepted Answer

Completing a notifiable acquisition without ACCC clearance is known as 'gun-jumping' and is a contravention of the Competition and Consumer Act 2010. The regime is suspensory, meaning parties must not complete the acquisition until clearance is obtained.

Question 7

Are Coles and Woolworths subject to different merger notification rules?

Accepted Answer

Yes. Acquisitions by Coles Group Limited or Woolworths Group Limited are subject to supermarket-specific provisions and may be notifiable regardless of general monetary thresholds. This includes any business acquisition, land with a building of 1,000 square metres or more, or land without a building of 2,000 square metres or more.

Question 8

What are the voting power thresholds under the ACCC merger regime?

Accepted Answer

From 1 April 2026, two voting power tests apply to share acquisitions: (1) for unlisted, not widely held bodies corporate, an acquisition that increases voting power from at or below 20% to above 20%; and (2) for any body corporate, an acquisition that increases voting power from between 20% and below 50% to 50% or above. These tests do not apply during the interim period (1 January to 31 March 2026).

Question 9

How is the acquirer identified in a fund or PE structure?

Accepted Answer

The acquirer is the entity that will hold the shares or assets after completion. Its revenue is aggregated with all 'connected entities', i.e. related entities under s 4A of the Competition and Consumer Act 2010, and entities under common control per s 50AA of the Corporations Act 2001. The ACCC has not published specific guidance on how to identify the acquirer in fund, LP/GP, or SPV structures, and leading law firms have flagged this as an unresolved area. Seek legal advice for complex investment structures.

Question 10

Does a passive investor's revenue count towards the ACCC acquirer group?

Accepted Answer

The December 2025 Ministerial Determination provides that holders of standard minority shareholder protection rights (such as anti-dilution, tag-along, information, and pre-emptive rights) are not treated as associates of the acquirer, provided those rights do not confer board appointment, senior management, or financial/operating policy influence. A passive investor with only protective rights is unlikely to be a connected entity whose revenue must be aggregated. However, this carve-out was designed for shareholdings and its application to LP interests in fund structures has not been tested.

Question 11

Should I use the short form or long form ACCC merger notification?

Accepted Answer

The ACCC provides two notification forms. The short form is appropriate for most notifications: straightforward acquisitions unlikely to raise competition concerns. The long form is needed where: (1) horizontal overlap with combined market share ≥40% (increment ≥2%) or ≥20% (increment ≥5%); (2) vertical relationships where both parties have ≥30% share; (3) conglomerate acquisitions where one party has ≥30% share; or (4) the target is a vigorous competitor or developing a significant product in an overlapping market. Land-only acquisitions can always use the short form. Pre-notification engagement with the ACCC can help confirm which form to use. Source: ACCC Guidance on notifying acquisitions (When to use the long notification form, June 2025).

Question 12

What is a 'connected entity' under the ACCC merger regime?

Accepted Answer

A connected entity is either a 'related entity' under s 4A of the Competition and Consumer Act 2010 (parent/subsidiary and common-control relationships), or an entity that controls, is controlled by, or is under common control with the acquirer, using the s 50AA Corporations Act 2001 definition of control, i.e. the practical capacity to determine financial and operating policies. The original draft included 'associated entities' under s 50AAA (significant influence), but this was deliberately removed in the final Determination, narrowing the definition.

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