Major Regulatory Changes to Australia’s M&A Landscape: What the New ACCC and FIRB Reforms Mean for Businesses

ACCC Merger Reform: Mandatory and Suspensory Regime

From 1 January 2026, the ACCC will implement a mandatory notification regime for mergers that exceed specified thresholds. Unlike the current voluntary system, parties will be legally required to notify and obtain clearance before completing such transactions.

Key aspects of the reform include:

• Mandatory Pre-Closing Notification: Certain mergers, based on size and market impact thresholds, must be notified to the ACCC and cannot proceed until approval is granted.
• Suspensory Regime: Notified transactions will be subject to a standstill period, aligning Australia with global practices in the US, EU, and UK.
• Single, Streamlined Review Process: The existing dual-track model (informal clearance or merger authorisation) will be replaced with one unified process. This is designed to increase consistency and reduce procedural ambiguity.
• Three-Year Lookback for Creeping Acquisitions: The ACCC will have the authority to consider past acquisitions over a rolling three-year period when assessing market concentration, with a particular focus on serial or roll-up acquisition strategies.
• Public Register of Transactions: All notified mergers will be published in a central register, enhancing transparency and potentially increasing public and media scrutiny.
• Focus on Digital and Dynamic Markets: The ACCC intends to update its assessment criteria to better account for acquisitions in fast-evolving industries, including digital platforms, data services, and artificial intelligence.

These changes are designed to address concerns that the current system enables the gradual accumulation of market power, particularly by dominant players in technology, healthcare, and consumer services.

FIRB Reform: Risk-Based Screening and Review

As of 1 May 2024, FIRB has adopted a two-tiered risk-based assessment framework designed to align review intensity with national interest and security considerations.

Key changes include:

• Differentiated Review Paths: FIRB now classifies applications as either high-risk (e.g. involving sensitive sectors or state-linked investors) or low-risk (e.g. passive investments in non-sensitive businesses). Each track has distinct review timelines and documentary expectations.
• Expedited Approvals for Low-Risk Cases: FIRB aims to process 50% of low-risk applications within 30 calendar days by early 2025. This includes passive minority stakes and investments in non-sensitive sectors with no national security implications.
• Continued Zero-Dollar Thresholds for Sensitive Sectors: No monetary threshold remains in place for investments in critical infrastructure, defence, media, telecommunications, and data-intensive industries.
• Enhanced Post-Transaction Oversight: FIRB retains the authority to “call in” and review previously completed transactions where national security concerns subsequently arise.

These changes are intended to maintain national security oversight while providing greater efficiency and certainty for compliant investors.

What This Means for Businesses

1. Earlier Strategic Planning Is Crucial
   With mandatory merger notification and suspensory periods, M&A timelines will need to accommodate ACCC clearance as a fixed step. Deal teams should factor in regulatory lead time early in their transaction planning.
2. Prepare for More Disclosure and Scrutiny
   Buyers – especially offshore investors – should expect greater information requests and more public visibility of deals via the ACCC’s new register. FIRB’s national interest focus also means sensitive sectors like energy, tech, and healthcare will draw deeper review.
3. Digital and Roll-up Strategies May Face Headwinds
   Private equity and tech acquirers pursuing roll-up strategies should anticipate scrutiny under the ACCC’s new ability to consider prior deals. Even small acquisitions may now be aggregated and challenged based on cumulative market effects.
4. Cross-Border Deals Require Dual Risk Review
   Foreign acquirers must navigate both competition and national security dimensions. Sectors involving data, logistics, critical minerals, and AI could fall under dual oversight from ACCC and FIRB. Coordination of filings and messaging will be key.
5. Opportunity for Predictability
   While oversight is increasing, the reforms bring more structure, clarity, and certainty to M&A in Australia. Especially for mid-market deals that often fly under the radar, companies can now have clearer expectations and engage earlier with regulators.

Final Thoughts

These reforms reflect a broader trend among advanced economies toward more active regulation of corporate consolidation and foreign investment. For Australia, the new ACCC and FIRB frameworks are designed to preserve competitive markets and protect national interests without deterring legitimate capital inflows.

For businesses and investors, the practical takeaway is clear: regulatory planning is now a critical success factor in M&A. Proactive engagement, thorough due diligence, and tailored transaction structuring will be essential to ensure deals proceed smoothly under the new regime.

For more information, visit the ACCC and FIRB official statements.