Australia introduces further amendments to merger and acquisition regime

The legislated changes remove the automatic voiding of mergers that should have been, but were not, notified to the country's competition regulator, clarify that certain acquisitions are not mandatorily notifiable where they do not deliver meaningful control, and create a pathway to apply for extensions to merger approvals if deals cannot be completed within the original approval period.

Joni Henry, an expert in mergers and acquisitions at Pinsent Masons, said: “The original automatic voiding laws created a huge risk for deal parties and anyone else associated with the deal, with the inevitable result being a large number of notifications being made as a precaution.

"Instead of an unnotified acquisition being automatically void, the Australian Competition and Consumer Commission (ACCC) will now need to apply to the Federal Court for an order declaring the acquisition void. The court has the discretion not to make such an order if the court considers it is ‘undesirable’ and can instead make other orders to deal with the unnotified acquisition, such as ordering divestiture of shares or assets. This is a more proportionate and balanced approach and removes the potentially catastrophic unintended impacts of an inadvertent failure to notify, including to innocent third parties," she said.

“The amendments also clarify that the court's assessment is limited to the procedural failure to notify the acquisition. The court cannot consider whether the transaction is likely to substantially lessen competition or generate public benefits. These are matters that remain the sole remit of the ACCC under the merger control regime.”

The legislation also introduces greater flexibility for transactions that take longer than expected to complete. Currently, ACCC approvals become stale after 12-months and parties need to submit a fresh notification if the transaction has not completed within that period. Under the amendments, businesses will be able to apply for extensions of up to six months before an approval expires. The ACCC can grant multiple extensions.

In deciding whether to grant an extension, the ACCC must consider the reasons the acquisition has not completed, whether there have been material changes in relevant markets since its original determination, and whether requiring a fresh notification would be more appropriate.

Henry said: “This change will benefit complex transactions, particularly those requiring overseas regulatory approvals or lengthy implementation processes.”

The reforms also clarify the definitions of “control” and “associates” in the regime, narrowing when parties are treated as associates by excluding many ordinary professional, business and minority shareholder relationships where the parties are not acting together to control or influence a company's financial and operating policies. This focuses notification obligations on acquisitions that are more likely to raise competition concerns. 

 Henry said, “This package of reforms is welcome, but deal parties must continue to take their merger notification obligations seriously. Failure to notify an acquisition caught by the Australian merger regime is still a very serious breach of the law and may attract significant penalties, injunctions, divestiture or voiding orders.”

This is the second round of amendments to Australia’s new merger control rules since the regime came into force in January 2026, demonstrating efforts by lawmakers to balance regulatory scrutiny with commercial considerations.

Alex Stratakis, London-based expert in competition law and multi-jurisdictional merger control at Pinsent Masons said: “International dealmakers are navigating increasingly complex merger control and foreign investment screening regimes worldwide. Reforms that clarify the scope of application and, thus, improve legal certainty, as well as injecting flexibility are likely to be welcomed by businesses pursuing cross-border transactions.”

Read more about changes to Australia's merger and acquisition regime:

• Navigating Australia’s new mandatory merger control regime
• Australia tightens merger rules from April as ACCC thresholds expand