Corporate Advisory ACCC

Four months in: Practical lessons from the new ACCC merger regime

May 20, 2026

Four months into Australia’s new mandatory merger regime, the rules are simple to state and brutal to ignore. A transaction that meets the notification thresholds and proceeds without the ACCC clearance is legally void - treated as if it never occurred - and the parties face substantial penalties. Despite the high stakes, some transactions are still reaching signing without serious consideration of whether they need to be notified. What the first four months have reinforced is that the ACCC approval must be a key consideration in any deal process. Four months and a number of complex lodgements later (including Waiver Notifications and Phase One applications across various sectors), we share our practical insights based on our experience.

The ACCC’s early report card is encouraging on the numbers. Between 1 January and April 2026, the Commission received 72 merger notifications and 132 Waiver applications, cleared 68 transactions in Phase One, and decided 80% of matters within 20 business days.

However, the published statistics only measure what happens once the clock starts. The more useful question for businesses is what the full timeline actually feels like from the moment a deal is conceived.

Pre-lodgement is where the deal is built

The 20-business-day metric is a true measure of the ACCC turnaround - but it is not a measure of the transaction timetable. In practice, every matter we have run this year has involved a substantial pre-lodgement phase. That phase is not administrative; it is where the application is built, tested, and refined before it is formally submitted. Given the financial stakes of every transaction, navigating the complexities of pre-lodgement is not just a procedural step. Rather, it is a critical exercise in de-risking the deal.

A typical pre-lodgement process now involves several parallel streams of work:

Engagement with the ACCC case team – early engagement is increasingly collaborative and iterative, where the ACCC’s feedback is critical in finalising the application;
Drafting and refining the notification – the Notification itself is no longer a static document prepared in isolation. It is developed progressively, often with multiple drafts circulating internally and, where appropriate, with the ACCC. The level of detail expected is high. Assertions around market position, competitive constraint and barriers to entry need to be supported, consistent and internally coherent. Time invested here pays dividends later in the process;
Collating transaction documents and underlying data – transaction documents (even in draft), board papers, strategy documents and internal analysis are all relevant. In addition, data requests can be extensive. Revenue by product line, geographic breakdowns, customer segmentation and historic trends are all commonly required;
Identifying relevant markets and scoping economic evidence – market definition has become a central focus. This involves more than describing the industry. It requires a disciplined assessment of how products or services are supplied, who the closest competitors are, and how customers would respond to changes in price or quality; and
Preparing customer and supplier contact lists – the ACCC will typically seek to test the parties’ views with market participants. That means preparing accurate and representative contact lists, often with input on who is best placed to speak to different aspects of the market. This requires careful thought.

The key point is that pre-lodgement needs to be planned for in the same way as due diligence or financing. It is not something that can be compressed into the period between signing and completion.

The aggregation trap for serial acquirers

Businesses pursuing a series of smaller acquisitions will need to monitor the new thresholds carefully. Under the reforms, acquisitions made by the buyer (or involving the target) within the previous three years may be aggregated when assessing whether notification is required, particularly where the transactions involve the same, or substitutable, goods or services.

This means a transaction that would otherwise fall below the thresholds may still trigger a filing requirement because of the buyer’s cumulative acquisition activity in a particular sector or market. For businesses following a roll-up strategy prior acquisitions may collectively bring a future deal within the regime.

As a result, serial acquirers will need to consider not only the size of the proposed transaction itself, but also how earlier acquisitions fit within their broader portfolio and acquisition strategy.

Waiver or Phase One - choosing the path

The Waiver process is not a shortcut for difficult deals. It is the right path for transactions that technically meet a threshold but clearly raise no competition concerns - typically because the parties operate in different markets, or one party is genuinely small in the relevant market. Where there is real overlap, no matter how comfortable the parties feel about the merits, Phase One is the appropriate pathway, and trying to force a Waiver application can cost time rather than save it. Choosing the right path is a strategic call made in the pre-lodgement phase, not at signing.

Plan the deal, don't just sign it

Where timing is important, planning for the ACCC clearance needs to start while the transaction is still taking shape. That has practical implications for transaction documents, including conditions precedent, sunset dates, and information obligations all need to reflect the reality of the process.

If the parties are keen to settle within a particular timeframe, they need to start planning when the acquisition is still in its infancy. The buyer must ensure the seller is there to support it in the journey with data and consulting. This is an “all hands on deck” arrangement. Sellers also need to be prepared to support the application with data and access to management.

Yes, the ACCC approval timeframes are efficient, but that efficiency is earned through heavy pre-planning. The most efficient outcomes we have seen have involved early alignment between buyer and seller on how the clearance process will be managed.

Three questions every buyer should ask before signing

The discipline of the new regime can be reduced to three questions every owner should test before signing:

Does this transaction (and any of our deals from the last three years) meet the thresholds?
Have we built at least four to eight weeks of pre-lodgement work into our timetable?
Are our conditions precedent, sunset dates and information obligations drafted for the new regime - or are we relying on templates that pre-date it?

The new regime is operating as intended, but it clearly rewards preparation. If your organisation is considering a transaction in a sector likely to be captured by the thresholds, an early conversation can make a material difference to timing and certainty. My team and I are always happy to talk through the practical pathway.