Competition & Merger Law Reform – Effective 1 January 2026

Written by Sarah Alsarrage

2026 has kicked off with one of Australia’s most significant competition law reforms in decades. As of 1 January 2026, a new Mandatory Merger Control Regime has come into effect to prevent anti-competitive acquisitions while allowing transactions that do not raise competition concerns to proceed efficiently.

Mergers and Acquisitions – why the need for a reform?

A merger or acquisition (M&A) is a business transaction whereby companies combine by either merging into a new entity (merger) or where one company buys another (acquisition). Companies may pursue mergers and acquisitions to reduce costs by operating at a larger scale, expand into new markets, gain greater control over their supply chain, and spread risk across different areas of their business.

Certain M&As can affect the level of competition in the market. While many are minimal, there are M&As that can significantly lessen competition in the market, which reduces the number of competitors in the market and changes the way the remaining competitors operate.

M&As are regulated under the Competition and Consumer Act 2010 (Cth) and administered by the Australian Competition and Consumer Commission (ACCC). If the ACCC viewed that the acquisition is likely to substantially lessen competition, and the proposal was not rectified, withdrawn or amended, the ACCC could commence court proceedings to prevent the acquisition or seek injunctions or divestment orders after the fact.

Under the former regime, it was not compulsory for businesses to notify the ACCC of an acquisition beforehand. It was only an option for businesses to seek the ACCC’s views on their acquisition to reduce the risk of facing legal action if and once the ACCC reviewed it.

The Reform

In 2024, the Australian Parliament enacted the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024, introducing significant reforms to Australia’s M&A framework. This restructured the effectiveness of Australia’s current M&A regulations and processes with the aim of improvement.

From 1 January 2026, businesses must:

1. notify the ACCC of any proposed acquisitions that meet prescribed thresholds and obtain approval before completing the acquisition;
2. await approval from the ACCC before completing the acquisition;
3. complete the transaction within 12 months of ACCC approval unless an extension is granted.

This process aims to:

1. streamline Australia’s M&A review system, making it faster, stronger, simpler, targeted and transparent; and
2. enable the ACCC to identify and prevent anti-competitive M&As.

This framework operates as a two phase process.

Phase 1 – Initial Assessment

The first phase in the process is the ACCC reviewing the notified acquisition to determine whether it could substantially lessen competition. This process takes up to 30 business days (although, this can be extended in certain circumstances).

If no competition concerns are identified, the ACCC will approve the acquisition as early as 15 business days after notification.

Phase 1 is intended to provide regulatory certainty for low-risk transactions while allowing the ACCC to focus resources on acquisitions that raise genuine competition concerns.

Phase 2 – Review

In the event the ACCC determine that there are competition issues that require further analysis, phase 2 is initiated by a formal notice to the applicant. This phase involves a deeper review for up to 90 business days and may include the following timeline:

• Day 25 – If the acquisition is not cleared by day 25, the ACCC may issue a formal notice outlining their concerns (concerns may be issued earlier or later).
• Day 50 – Applicants have until day 50 to respond to the notice.
• Day 60 – Applicants have up until day 60 to offer remedies to resolve concerns.
• Day 75 – Applicants have until day 75 to exchange evidence and submissions.

The ACCC will then either approve or refuse the acquisitions with or without conditions. Refusal of approval will occur if the competition concerns outweigh the benefits.

Public Benefit Assessment

In the event the ACCC refuses or imposes conditions that the applicant disagrees with, they may apply for a Public Benefit Assessment. This is an additional review to determine whether the acquisitions broader benefits outweigh the competition detriments. This phase can take up to an additional 50 business days.

Failed determination

In the event the ACCC do not make a determination within the statutory timeline/deadlines (subject to extensions), the acquisition is deemed approved.

The introduction of the mandatory merger control regime marks a major change to how M&As are regulated in Australia. Parties contemplating M&As will need to factor ACCC approval and statutory timeframes at an earlier stage. While the reforms increase potential regulatory oversight, they ultimately aim to create a clearer and more consistent process that protects competition while continuing to support legitimate business transactions.

If you have any questions about M&As or how the regime may affect your transactions, please feel free to reach out to our team at JHK Legal.