澳大利亚新的强制性合并制度

On 1 January 2026, Australia moved fromits long-standing voluntary and informalmerger clearance framework to a mandatoryand suspensory merger control regime Parties involved in concentrated markets or globaltransactions are encouraged to engage in earlyprenotification conferral with the ACCC to reduce the Information burden– Corporate development teams,private equity sponsors and legal advisors shouldintegrate competition screening into their standard M&Aworkflow (as many already do for the US, EU, UK and The move aims to improve transparency, consistency andearly oversight, blocking anticompetitive mergers upfront,rather than after the fact, bringing Australia into line with (a) Mapping relevant product and geographic markets (b) Collecting Australian revenue and customer data atthe heads of agreement stage, including three-year Key Takeaways Regulatory engagement– For international investorsaccustomed to the UK or EU regimes, the need tofactor in regulatory engagement early in the process willbe familiar. For many domestic Australian dealmakers,however, this represents a significant cultural shift. (c) Assessing cumulative acquisitions in the last three Do You Need To Notify? ACCC notification is compulsory if your transaction involvesan acquisition of assets or shares, is not exempt and the No more voluntary clearance– Notification is nowmandatory if the monetary thresholds are met, andparties cannot take steps to complete a transactionuntil 14 days after ACCC clearance is received or an (1) Results in the acquirer gaining control over a target that is For acquisitions of shares, the transaction must satisfy No clearance = no deal– The stakes are high.Completing a notifiable acquisition without ACCCapproval is a breach of the CCA and could triggerenforcement action and large penalties up to AU$100million or AU$2.5 million for individuals. In addition, the (a)Practical control:“Control” means the capacity todetermine the outcome of decisions regarding thetarget’s financial and operating policies and includesjoint control with an “associate” (as defined in the Increased time and cost– Transactions will besubject to formal Phase 1 (30 business days) and, ifrequired, Phase 2 (up to 90 business days) reviews. Werecommend parties plan for the time (and associatedcosts) to prepare filings and for possible remedies and (b)Voting power:The acquirer’s “voting power”2meetsany of the following “bright line” thresholds: •Private company: From ≤20% to >20%•Private or public company: From ≥20% to ≥50%•Public company (no current control): From <20% to (g)Acquisitions involving financial instruments, includingderivatives, debt instruments, asset securitisation and (2) Falls within one of the mandatory notification thresholds The mandatory notification thresholds are: (1)Economy-wide threshold– The combined Australianrevenue of the merger parties (including the acquirer, the (h)Acquisitions that occur automatically by operation of (i) Internal restructures and reorganisations (a) Australian revenue of the target and its connected Statutory Review Timeframes Key timelines for ACCC review: (b) The global transaction value is ≥ AU$250 million •Phase 1– Up to 30 business days (“fast-track” approvalpossible after 15 days for low-risk deals). The ACCCexpects to approve approximately 80% of mergers in 15to 20 business days via Phase 1 (or the notification waiver (2)Very large acquirer– The Australian revenue of theacquirer and its connected entities is ≥ AU$500 million, (3)Cumulative acquisitions– The combined Australianrevenue of the merger parties (including the acquirer,the target and their connected entities) is ≥ AU$200million (or AU$500 million for a very large acquirer), and •Phase 2– If competition concerns arise, the ACCC willconduct a more comprehensive assessment, which maytake up to 90 additional business days. •Public benefit application– If clearance is refused underPhase 2, parties can apply for approval based on net public Importantly, under the new regime, if the ACCC does notmake a determination within the statutory timeframe (subjectto any “stop-the-clock” extensions for information requests),the acquisition is automatically deemed approved, marking a Importantly, acquisitions that do not meet the notificationthresholds remain subject to section 50 of the CCA, whichprohibits acquisitions of shares or assets that would have Is Your Deal Exempt? Be aware: Where the target is an Australian listed company, listedscheme or large unlisted company (over 50 members),notification is not required if the transaction will result in the •To allow time for a potential review application to theAustralian Competition Tribunal, a transaction mustnot be completed until at least 14 calendar days after Further, certain categories of acquisitions are exempt from (a) Land acquisitions occurring in the ordinary course of •Notifications will go stale 12 months after adetermination. To avoid h