The provisions of act commence on various dates per s 2, with the first of these dates being Dec. 10, 2024; the other dates are Dec. 11, 2024, Jul. 1, 2025, Jan. 1, 2026.
In Mar. 2025, AST GVT issued exposure draft on notification thresholds, see #248842.
AST PRL and AST GVT introduced Treasury laws amendment (mergers and acquisitions reform) bill 2024, which is a bill for an act to amend the Competition and consumer act 2010, and for related purposes; published an explanatory memorandum re the same.
AST GVT said bill introduces landmark reforms to overhaul Australia’s merger rules.
Another big step to further boosting competition and productivity in economy; issued Opinion piece: modernising merger approvals to bring them into the 21st century.
Bill includes a package of reforms to modernize Australia’s merger review framework.
Explained that the bill replaces Australia’s current approach towards merger control with a faster, stronger, simpler, targeted, more transparent and streamlined system.
Specifically, one which better addresses anti-competitive mergers and acquisitions.
Bill introduces a requirement for certain acquisitions of shares or assets to be notified to AST CC for assessment prior to completion, with penalties to support compliance.
In addition, the bill establishes a new administrative system where the AST CC will undertake an economic as well as legal assessment of whether the acquisition is likely to substantially lessen competition in a market, or alternatively is of public benefit.
Plus, streamlines assessment of mergers and acquisitions; clear suspensory timelines.
Promotes integrity and good decision-making by providing for review of AST CC decisions by Australian Competition Tribunal; and enhances transparency through establishing a public register of notified acquisitions and other procedural safeguards.
In addition, provides that fees are payable for certain actions under the reforms.
Three Key Thresholds
There will be 3 key thresholds - any merger will be looked at if Australian turnover of combined businesses is above AUD 200mn, and either business/assets being acquired has Australian turnover above AUD 50mn or global transaction value over AUD 250mn.
It will look at any merger involving a very large business with Australian turnover over AUD 500mn buying smaller business/assets with Australian turnover over AUD 10mn.
To target serial acquisitions, all mergers by businesses with combined Australian turnover (AT) over AUD 200mn where cumulative AT from acquisitions in same or substitutable goods/services over 3 year period is at least AUD 50mn will be captured.
Or alternatively AUD 10mn if a very large business is involved; these thresholds will allow AST CC to focus its efforts on the mergers that really matter; thresholds will be reviewed 12 months after coming into effect, to ensure they are working as intended.
Contingent Implementation
Subject to passage of legislation, new system will come into effect from Jan. 1, 2026.
In addition, subject to passage of legislation, it will also allow for merger parties to start using the new merger regime on a voluntary basis on/from Jul. 1, 2025.
Next Steps
The bill, which was moved for second reading same day, will follow legislative process.
Referral to Committee for Inquiry and Report
On the same day, AST PRL said the Senate referred the provisions of the bill to the Senate Economics Legislation Committee for inquiry and report by Nov. 13, 2024.
Committee welcomes written submissions; submission period ends Oct. 24, 2024.
On Oct. 10, 2024, AST GVT issued transcript of additional press conference, where AST GVT Treasurer Jim Chalmers and AST CC Chair Gina Cass-Gottlieb discussed reforms.
Chalmers and Cass-Gottlieb both answered questions from journalists as well.
Including re examples of mergers that would be picked up under new rules; and about ability to designate certain sectors for mandatory notification, where this is warranted.
Nov. 15, 2024 Committee Report
On Nov. 15, 2024, AST PRL said the Economics Legislation Committee tabled its report on the M&A reform bill; the committee recommends the bill to be passed.
Nov. 21, 2024 AST GVT Comments on Bill's Passage
On Nov. 21, 2024, AST GVT said AST GVT passed Treasury laws amendment (mergers and acquisitions reform) bill 2024 through AST PRL House of Representatives Nov. 21.
This bill has undergone extensive consultation and scrutiny; the AST GVT called for fast passage through the Senate in week of Nov. 25 to give business and AST CC time to prepare and facilitate a smooth transition to the new regime from Jan. 1, 2026.
Reminded these reforms are largest shakeup of country's merger settings in 50 years.
Nov. 29, 2024 AST CC Comments
On Nov. 29, 2024, AST CC welcomed passage of above treasury amendment bill.
Merger authorizations accepted until Jun. 30, 2025; applications lodged before Jun. 30, 2025, continue until the AST CC or Tribunal makes a determination on application.
Ongoing informal merger reviews as of Dec. 31, 2025, will transition to new regime.
Non-objected mergers between Jul. 1-Dec. 31, 2025, completed within 12 months exempt from formal notification; voluntary notification set to begin on Jul. 1, 2025.
Mandatory notification for the formal regime commences on the date Jan. 1, 2026.
The provisions of act commence on various dates per s 2, with the first of these dates being Dec. 10, 2024; the other dates are Dec. 11, 2024, Jul. 1, 2025, Jan. 1, 2026.
In Mar. 2025, AST GVT issued exposure draft on notification thresholds, see #248842.
Regulators
AST CC; AST GVT; AST PRL
Entity Types
CNSM; Corp
Reference
RF C2024A00137, 12/12/2024; PR 11/29/2024; PR 11/21/2024; Rp 11/15/2024; Art, Bill, Info, Sp, PR 10/10/2024; Citation: Competition and consumer act 2010; Treasury laws amendment (mergers and acquisitions reform) act 2024;
