The countdown to 1 January 2026 is the single most important deadline currently facing the Australian M&A market. On this date, the new ACCC mandatory and suspensory merger control regime comes into full force. While the largest transactions face immediate and compulsory notification, the new laws create significant strategic complexity for all accounting firm mergers Australia.
Principals must understand that the cost of a delayed or challenged merger is astronomical, involving high filing fees, extended timelines, and immense disruption. The smart strategic exit plan for 2026 is one that is specifically structured to minimise this regulatory exposure, making your firm a more desirable, lower-risk asset for merger partners.
1. Vetting Your Buyer for Serial Acquirer Status
The new ACCC regime contains specific clauses designed to scrutinise “creeping” or serial acquisitions. Even if your firm’s revenue is below the ACCC’s primary thresholds, a merger could still be caught if your potential buyer (or acquirer) has made a series of smaller acquisitions in the same market over the preceding three years that collectively exceed the new limits.
Due Diligence Point: When vetting potential partners, you must ask for transparency regarding their recent acquisition history. A firm that is a known, aggressive consolidator carries a higher risk of ACCC scrutiny, which will directly impact the timeline and certainty of your deal.
2. The Clean-Up Premium: De-Risking the Transaction
The ACCC’s new review process will heavily rely on detailed, rigorous financial and operational data. Any inconsistencies in your firm’s structure or documentation will be flagged during the buyer’s enhanced due diligence, turning a swift transaction into a months-long regulatory saga.
Strategic Preparation:
- Normalise Financials: Ensure your financial statements are standardized and easily auditable. Eliminate complexity relating to non-core assets or unusual owner drawings that require extensive explanation.
- Validate Client Data: Have clear, defensible data on client retention rates, fee composition (especially recurring vs. ad hoc revenue), and client contracts. This proves the certainty of the asset being acquired, which is what the ACCC is ultimately assessing.
- Focus on Broker-Free Direct Deals: Utilising a direct platform like Sell My Firm to find a pre-vetted, compatible partner is the fastest way to facilitate a “clean” merger that falls below—or can successfully navigate—the new regulatory tripwires.
3. Contractual Protection: New Clauses for a New Era
Sale agreements for mergers closing in 2026 will require updated condition precedents (CPs) related to regulatory approval.
- ACCC Conditions: Deals must now contain clear clauses detailing which party (buyer or seller) bears the new ACCC filing fees, what happens if the ACCC demands remedies, and the rights of both parties if clearance is denied or takes longer than the statutory period.
- Non-Compete Scrutiny: The ACCC may increase scrutiny on goodwill restraints and non-compete clauses. Ensure your strategic exit plan is legally reviewed to confirm that any restraint of trade clause is narrowly tailored and defensible, protecting both your firm’s value and the integrity of the overall transaction.
By anticipating and mitigating these regulatory headwinds today, your firm becomes a highly sought-after, low-execution-risk asset, justifying a premium valuation even in a tightening M&A environment.