The Government has introduced the Treasury Laws Amendment (Mergers and Acquisitions Reform) Bill 2024 into the House of Representatives to amend the Competition and Consumer Act 2010 (Cth) from 1 January 2026 to require certain acquisitions of shares or assets to be notified to the Australian Competition and Consumer Commission (ACCC) for assessment prior to completion. Background.

UPDATE: The Bill finally passed both Houses on 28 November 2024 and is awaiting Royal Assent.

The new system will come into effect from 1 January 2026.

Businesses can voluntarily notify the ACCC from 1 July 2025.

The ACCC must undertake an assessment as to whether the acquisition is likely to substantially lessen competition or result in a public benefit. The acquisition must not be put into effect unless the ACCC has made a determination that it may be put into effect.

Reporting thresholds will be determined by the Minister by legislative instrument. The Minister will be able to determine whether certain categories of transactions should be notifiable or exempt from notification.

In itsconsultation response the government has determined that there will be general notification thresholds that apply, in conjunction with additional targeted notification requirements that capture other high-risk acquisitions. The proposed market share threshold test has been dropped.

In summary, the notification thresholds will comprise:

• A single economy-wide monetary threshold focused on large mergers, where the combined merger parties (including the acquirer group) have above $200 million combined Australian turnover AND are buying businesses or assets above either $50 million Australian turnover OR
  $250 million global transaction value. This will ensure that large acquisitions would need to be notified.
• Lower thresholds will apply for very large businesses buying smaller businesses or assets (above $500 million Australian turnover buying above $10 million Australian turnover). This would ensure very large businesses making smaller acquisitions would need to be notified.
• To target serial acquisitions, for businesses with combined Australian turnover above $200 million, a 3-year cumulative $50 million turnover threshold ($10 million for very large businesses) will capture acquisitions in the same or substitutable goods or services. This would ensure that the aggregation of market share through small acquisitions would need to be notified.

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Author: David Jacobson
Principal, Bright Corporate Law
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About David Jacobson
The information contained in this article is not legal advice. It is not to be relied upon as a full statement of the law. You should seek professional advice for your specific needs and circumstances before acting or relying on any of the content.