Australia’s New Merger Regime: Impact on Accounting Firms
Introduction
Australia’s competition landscape is undergoing a significant transformation with the introduction of the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024. This legislation shifts M&A regulation from a voluntary system to a mandatory and suspensory merger review process.
For accounting firms—whether advising clients on mergers or considering a sale themselves—understanding the new regime is crucial. This article outlines key aspects of the changes, their impact, and how firms can prepare.
What’s Changing Under the New Merger Regime?
1. Mandatory Notification Thresholds
- Mergers meeting specific criteria must be notified to the ACCC before completion.
- Thresholds will be based on:
- Transaction value (e.g., deals exceeding a certain amount).
- Market share (e.g., mergers involving dominant industry players).
2. Prohibition on Proceeding Without ACCC Clearance
- From 1 January 2026, certain mergers cannot proceed without ACCC approval.
- Transactions completed without clearance will be void, with potential penalties.
3. ACCC Review Timelines
- Phase 1 Review: 30 business days from notification.
- Phase 2 Review (if required): an additional 90 business days.
- If the ACCC does not decide within the timeframe, the merger is automatically approved.
4. Penalties for Non-Compliance
- Failure to notify the ACCC or proceeding without clearance can result in:
- Financial penalties
- Legal action to unwind the transaction
- Reputational risks
Implications for Accounting Firms
1. Accounting Firms as Advisors
- Firms must adjust strategies to meet notification requirements.
- Clients will require guidance on structuring deals for compliance.
- Transaction timelines will be extended due to the review process.
2. Accounting Firms as M&A Participants
- Mid-tier and boutique firms involved in mergers must consider new regulations.
- Deals completed in 2026 will be subject to the new laws.
- Regulatory approval timelines should be factored into deal structuring.
Transitional Arrangements & Preparing for 2026
From 1 July 2025, firms can opt into the new system early to familiarize themselves.
How Firms Can Prepare
- Review Active and Future Transactions: Consider accelerating deals or planning for regulatory clearance.
- Enhance M&A Due Diligence: Train teams on new notification thresholds and competition risks.
- Engage with the ACCC Early: Identify potential regulatory issues proactively.
- Educate Clients & Stakeholders: Inform private equity investors and corporate buyers about compliance requirements.
Conclusion
The new merger regime represents a significant shift in Australian competition policy. Accounting firms must adapt to mandatory notification thresholds, strict clearance requirements, and fixed ACCC review timelines.
By preparing early, firms can ensure compliance, mitigate risks, and navigate the evolving M&A landscape successfully.