• Share acquisitions

  Share acquisitions are notifiable if they result in a “change of control” in the target entity. Acquisitions of minority interests are caught if the acquirer has the capacity to control the target entity following the acquisition. “Control” is defined widely to include de facto control and control based on veto rights, as well as joint control by the acquirer together with one or more associates. There is a carve-out for rights normally accorded to minority shareholders to protect their financial interests as investors. In addition, the Treasurer determined certain acquisition to be notifiable even without change of control, such as acquisitions of more than 20% in an unlisted company and acquisitions of more than 50% in any company even where the acquirer already has control over the target entity prior to the acquisition. 

• Assets acquisitions

  Asset acquisitions include the acquisition of all kinds of property as well as the acquisition of legal and equitable rights (e.g. lease agreements). There is, however, an exemption for the acquisitions of assets ‘in the ordinary course of business’. For example, “routine” acquisitions of a legal or equitable interest in land (e.g. leasehold interest) are exempt (e.g. lease of an office building, acquisition of office tower by commercial property investor, and acquisition of vacant land for property development).

Notification thresholds 

An acquisition is required to be notified to the ACCC if it satisfies one of following notification thresholds:

Share Acquisitions 

Asset Acquisitions

“Group turnover” refers to the aggregate Australian turnover of the acquirer / target including all of their connected entities, and “connected entities” is defined widely to include all entities that are directly or indirectly controlled by the acquirer / target (which includes de facto control and joint control together with associates). 

Additionally, the Treasurer determined that all supermarket acquisitions by Coles and Woolworths are notifiable even if the notification thresholds are not met, and there is a possibility that the Treasurer may make further such determinations relating to other industry sectors in the future.

Applications for a notification waiver 

Parties can apply for a notification waiver from the ACCC for “straightforward” acquisitions that plainly do not raise any plausible competition issues or material risk of consumer harm. The ACCC clarified that a notification waiver may be suitable where an acquisition does not require any consultation or inquiries with market participants and there is no, or only very limited, competitive overlap between the parties’ businesses. The ACCC will make a decision “on the papers” and expects that it will be able to decide most applications swiftly (within 1-2 weeks), with a maximum review period of 25 business days. A waiver application incurs a filing fee of $8,300. The ACCC will publish its waiver determinations on its website (the ‘Acquisition Register’).

Review process 

The ACCC review process consists of the following steps:

The statutory review periods will be extended by 15 business days if a remedy is offered, and the ACCC has the ability to “stop the clock” by, for example, requesting additional information from the parties.

“The new regime aims to give businesses greater clarity, consumers greater confidence and aligns Australia with best practice in merger control across OECD economies”

Gina Cass-Gottlieb, ACCC Chair

Looking forward 

The new merger notification regime has just come into effect – as of 4 February 2026:

• 22 acquisitions have been notified to the ACCC, and the ACCC has already opened two phase II reviews; and
• 16 waiver applications have been made and most of them were granted by the ACCC within two weeks (and only one was rejected by the ACCC). 

We expect that the ACCC will receive far more notifications and waiver applications than predicted by the Treasurer, potentially three times as many as under the old voluntary regime.  If that is correct, then it could be that more than 900 mergers will be assessed by the ACCC each year – placing its resources under significant pressure. While the ACCC has stated that the notification waiver process is not intended to be an alternative to the standard notification process, we expect that there will be significantly more waiver applications made (and granted by the ACCC) than previously anticipated, potentially 30% or more of all mergers notified to the ACCC. Time will tell.

In addition, we might see:

• Early enforcement action by the ACCC in case of failures to notify or “gun-jumping” offences with serious instances potentially resulting in Court proceedings and penalties.
   
• The ACCC focusing heavily on mergers with possible anti-competitive effects in areas such as energy, grocery, health, technology, digital platforms and waste management – possibly also the telecommunications and agribusiness sectors.

While the current merger assessment guidance stresses a more evidence‑heavy, data‑driven approach, with specific attention to serial acquisitions, potential competition, network effects and non‑price competition, we may also see the rise of new, sophisticated theories of harm, such as data concentration, innovation foreclosure and impacts on technology tipping points.