On 2 July 2026, the Treasury Laws Amendment (Strengthening Accountability for Tax Adviser Misconduct and Other Measures) Bill 2026 - which makes material clarifying changes to Australia’s merger control regime – was introduced into Federal Parliament.
At a high-level, the Bill:
- replaces the regime for automatic voiding of non-notified acquisitions with a court-supervised voidable model instead,
- clarifies some of the uncertainty around when acquisitions constitute controlling acquisitions in the case of minority interests, pooled investment vehicles and similar corporate structures, and
- introduces an extension mechanism to prevent approved notifications becoming “stale” in certain circumstances.
The Bill reflects the Government’s earlier commitments in October 2025 that it would make law changes to address some of the key concerns flowing from Australia’s nascent ACCC clearance regime – especially in relation to the voiding provisions.
While the Bill still needs to make its way through Parliament, the proposed changes could come into effect as early as mid-August 2026.
The Bill also includes important changes to the foreign resident CGT regime. Keep an eye out for our Tax team’s insights on these changes.
In summary:
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Issue
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Existing laws
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Proposed change
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Automatic voiding of non-notified acquisitions |
Non-notified acquisitions are automatically void if put into effect. |
Non-notified acquisitions are not automatically void but stayed. Instead, the ACCC can apply to the Court for a declaration that the acquisition is (and always was) void, subject to considerations about whether this outcome would be undesirable (e.g. if it would significantly harm innocent third parties). Applications must be made within 6 years. |
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Meaning of “control” |
Defined by reference to Corporations Act provisions, subject to modifications including arising from joint control with "associates”. |
Explicit joint control test for the merger regime. It expressly requires both:
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Meaning of an “associate” |
Wholesale adoption of Corporations Act “associate” definition (designed for takeovers). No carve-outs for routine commercial arrangements. |
Narrower definition so only more competitively significant relationships are caught. Clarifies that certain arrangements and roles do not, of themselves, make a person an “associate”. |
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Extension mechanism to accommodate deal delays |
Notifications become “stale” after 12 months, after which the merged parties cannot put the acquisition into effect without re-notifying. |
On written request by the notifying party, the ACCC may extend the 12-month period to put the acquisition into effect and prevent the notification from going “stale”. |
Further details on these changes are set out below.
Non-notifications: voidable by court order, not by operation of law
Currently, an acquisition that triggers the thresholds for mandatory ACCC notification is automatically void if it is put into effect (i.e. completed) without notification to the ACCC. This is regardless of whether the failure to notify was intentional or inadvertent. The Bill intends to avoid these potentially significant unintended consequences by proposing an alternate court-supervised “voidable” model.
Instead of automatic voiding, the ACCC can apply to the Federal Court for a declaration that the acquisition is void and is taken to have always been void. The Court can decline the application if it believes it is undesirable to make the order. Only the ACCC can apply for a voiding order.
The Court is also given flexibility to make (on ACCC application) such other orders it considers desirable to deal with a non-notified acquisition (including divestiture of shares or assets, and orders relating to the transfer of title to assets and amendments to registers of title).
Non-notified acquisitions remain stayed. If parties proceed to completion without notifying, they will be exposed to civil penalties – reflecting the clear policy impetus to incentivise parties to comply with notification rules under the ACCC clearance regime. Automatic voiding will also continue to apply to notifications have not been cleared, or have become “stale” (unless an extension is granted).
Importantly, the proposed amendments do not have retrospective effect and will only apply to acquisitions that complete after the amendments become law. That means a non-notified acquisition that completes before the laws take effect will still be automatically void.
Fewer deals caught: narrower "control" and "associates" tests
The proposed changes to the “control” and “associate” tests have the practical effect that fewer parties will be treated as jointly controlling a target – effectively expanding the scope of the “control” exemption under the ACCC clearance regime so that notification requirements are confined to those acquiring competitively significant influence.
- “Control” still takes its core meaning from the Corporations Act. However, the Bill expressly limits “joint control” to where a person, together with one or more “associates”, jointly have the capacity to determine financial and operating policy outcomes of the target entity. Importantly, both association and joint practical capacity must be satisfied before joint control arises.
- The Bill also clarifies clarified that certain standard arrangements will not, of themselves, make someone an “associate”. These arrangements include:
- a right to dispose of or control the disposal of securities,
- minority shareholder protection rights,
- dividend-policy agreements,
- arm's-length financing agreements,
- standard shareholder or member governance agreements; and
- acting as a professional adviser, financial product dealer, proxy, or takeover bidder.
More time on the clock: new extension process to accommodate deal delays
The Bill introduces a flexible and straightforward extension process to prevent the ACCC’s approval or public benefit determination from becoming “stale”, so that parties are not required to re-notify the ACCC if they do not complete within 12 months.
On written request by the notifying party, the ACCC may extend the 12-month period by up to six months per extension (with no limit on the number of extension requests that can be made).
In deciding whether to grant an extension, the ACCC have regard to whether:
- there are reasonable reasons why the acquisition has not been put into effect;
- there have been material changes to the market, and
- it would be more appropriate for there to be another notification.
This is particularly relevant for complex, multi-jurisdictional transactions where completion may be delayed by overseas regulatory approvals or litigation.
