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Australia’s mandatory merger notification regime commenced on January 1, 2026. Just six months later, the government has proposed changes designed to “refine the operation of” the regime. These include replacing the automatic voiding of non-notified acquisitions with a Federal Court process, allowing extensions to the 12-month period for putting cleared acquisitions into effect, and narrowing notification requirements for certain minority investments.
The proposals are contained in the Treasury Laws Amendment (Strengthening Accountability for Tax Adviser Misconduct and Other Measures) Bill 2026 (Bill), which was introduced into the House of Representatives on July 2, 2026. We examine the key changes below.
Automatic voiding replaced with court process
Currently, if a notifiable acquisition is completed without Australian Competition & Consumer Commission (ACCC) notification, it is automatically void, even where the failure to file was inadvertent.
In a new regime where practice is developing, this can create uncertainty.
Under the Bill, non-notified acquisitions will no longer be automatically void. Instead, where appropriate, the ACCC will need to apply to the Federal Court, which must order that the acquisition is void unless it believes it is undesirable to do so.
The Court can decline to void a transaction when, for example, doing so would harm innocent third parties or where the vendor has been wound up and no longer exists. It may also choose to make other orders as it considers appropriate.
“Gun-jumping” (completing a transaction before the ACCC has cleared a notified merger) will continue to be treated as automatically void. Civil penalties for failing to notify also continue to apply.
Extensions to the 12-month clearance period
Under the existing rules, an acquisition becomes “stale” if not completed within 12 months of receiving ACCC clearance. Parties are required to prepare and submit a fresh notification.
The Bill allows the ACCC to grant extensions of up to six months at a time (with no cap on the number of extensions), having regard to whether there are reasonable grounds for the delay, whether the market conditions have materially changed, and whether it would be more appropriate to re-notify.
This would give businesses more flexibility to complete deals delayed for legitimate reasons (e.g., awaiting foreign regulatory approvals) with reduced cost or delay.
Narrower “control” and “associate” definitions affecting minority investments
The current broad definition of “associates” may inadvertently capture ordinary minority investments (e.g., standard shareholder agreements with minority protection rights) even where the investor has no material influence over the target’s strategy or competitive conduct.
The Bill clarifies the scope of the control exemption and joint control test by focusing on whether a party has real and practical capacity to determine the target’s key financial and operating decisions. It specifies that ordinary minority protections do not, by themselves, trigger a notification obligation.
If adopted, this should reduce unnecessary filings for routine, low-risk investments. Genuine joint control arrangements will continue to require notification where thresholds are met.
Next steps
The Bill has not yet been passed by Parliament, which next sits on August 11, 2026, and so it is not yet clear if these changes will be adopted or when they might come into effect.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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