Open for Business? The New Rules That Are Giving International Buyers Pause
February 2026
Australia has long been a compelling destination for international acquirers. A stable economy, transparent legal system, skilled workforce, and proximity to fast growing Asian markets have combined to make Australian businesses attractive targets for overseas buyers and private equity groups. For mid-market business owners in particular, foreign interest has often delivered competitive tension in sale processes and, with it, stronger valuations.
That dynamic is now under pressure. From 1 January 2026, Australia introduced the most significant overhaul of its merger control framework in half a century. The new mandatory and suspensory regime administered by the Australian Competition and Consumer Commission (ACCC) has fundamentally changed the rules of engagement for anyone seeking to acquire an Australian business above certain financial thresholds. For international buyers, who already navigate the Foreign Investment Review Board (FIRB) process, the additional regulatory layer is beginning to reshape how they approach the Australian market.
What Has Changed
Under the previous system, notifying the ACCC of an acquisition was voluntary. Parties could choose to seek informal clearance to manage the risk of legal action, but there was no obligation to do so, and no requirement to wait for a regulatory green light before completing a transaction.
That era is over. The Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 replaced the voluntary framework with a mandatory notification regime. Any acquisition that meets specified financial thresholds must now be notified to the ACCC before it can proceed. The transaction cannot be completed until the ACCC grants clearance or a waiver. Failure to comply can result in the transaction being declared void and penalties of up to $50 million for corporations.
The thresholds capture a wide range of transactions. Where the combined Australian revenue of the merger parties is at least $200 million, notification is required if the target’s Australian revenue is at least $50 million or the global transaction value reaches $250 million. A second limb captures acquirers with Australian revenue of $500 million or more where the target generates at least $10 million in Australian revenue. A serial acquisitions threshold also applies where cumulative target revenue from related acquisitions over three years meets specified levels. Additional thresholds from 1 April 2026 extend the regime to discrete asset acquisitions and certain minority stake acquisitions.
A Double Regulatory Gate for Foreign Buyers
For domestic acquirers, the new ACCC regime represents a significant cultural shift. Competition analysis must now form part of deal feasibility, valuation, and risk allocation from day one. For international buyers, however, the challenge is compounded.
Foreign acquirers were already required to navigate FIRB, which assesses whether an investment is contrary to Australia’s national interest and national security. FIRB routinely consults with the ACCC and the Australian Taxation Office as part of its assessment. With the new mandatory merger regime now in force, international buyers face two distinct regulatory clearance processes running in parallel, each with its own thresholds, forms, fees, and timelines.
Buyers’ Transaction costs are higher
While FIRB and ACCC notifications can be submitted concurrently, the practical reality is more cumbersome. The ACCC process involves a Phase 1 review of up to 30 business days and, where further assessment is required, a Phase 2 review of up to 90 business days. Pre-notification engagement, which the ACCC strongly encourages, adds further time. ACCC notification fees add meaningfully to transaction costs, $56,800 for a Phase 1 review, with substantially higher fees if a transaction progresses to Phase 2. These are in addition to FIRB application fees.
Early Signs of Friction
We are still in the early months of the new regime, but the signs of friction are already visible. Law firms and advisors have noted that a significant volume of notifications arrived during the transition period, causing processing delays. Complex mergers involving digital, multi market, or foreign investment elements are taking longer than straightforward domestic transactions. Several leading firms have observed publicly that the regime’s complexity casts doubt over its stated goals of speed and simplicity, at least in these early stages.
For international buyers accustomed to deploying capital efficiently across multiple jurisdictions, the additional time, cost, and uncertainty are material considerations. We are already receiving feedback from international acquisition clients that they will now be more cautious on how many acquisitions and when they want us to execute their plans. They feel that every pass by the ACCC reduces their chances of a positive outcome on the next one.
Transactions that might previously have been pursued with confidence are being deferred while buyers wait to see how the new regime settles or are being deprioritised in favour of jurisdictions with more familiar or less layered regulatory environments.
Why This Matters for Australian Business Sellers
This is not simply a regulatory matter for lawyers and compliance teams. The practical consequence flows directly to the owners of Australian businesses considering a sale.
International buyers often drive prices up
International buyers have historically been an important source of competitive tension in mid-market sale processes. When a business attracts interest from both domestic and overseas acquirers, the resulting competition typically strengthens the vendor’s negotiating position and drives a better outcome. International buyers, particularly those seeking strategic market entry, can bring pricing dynamics that domestic acquirers cannot always match. If international buyers slow their activity or narrow their focus to only the most compelling opportunities, the competitive dynamics in sale processes will shift.
Timelines Extending
There is also a timing dimension. Business owners who have been preparing for a transaction in 2026 need to understand that deal timelines have changed. A process that previously ran from engagement to completion in six to nine months may now require additional weeks or months to accommodate ACCC pre-notification engagement, formal review periods, and potential Phase 2 escalation. For transactions that also require FIRB approval, the cumulative timeline can extend well beyond what sellers and their advisors have traditionally planned for.
Out goes Confidentiality!
The public nature of the new regime introduces a further consideration. Under the previous voluntary system, the vast majority of merger reviews were handled confidentially through the ACCC’s pre-assessment process and never appeared on a public register. Now, every filing appears on a public register within a day. For sellers who value discretion during what is often a sensitive commercial process, this represents a meaningful change in how transactions are managed and communicated to staff, customers, and suppliers.
Perspective, Not Panic
It is important not to overstate the impact. The ACCC has indicated it expects to resolve around 80% of notifications within 15 to 20 business days through early Phase 1 decisions or notification waivers. For straightforward transactions that do not raise competition concerns, the regime should operate relatively efficiently once the initial adjustment period passes. Australia’s fundamental attractiveness as an investment destination will hopefully not change, and well-prepared businesses with strong growth profiles will continue to attract international interest.
The regime also brings Australia into line with other OECD economies, including the EU and the United States, where mandatory merger notification has long been standard practice. International acquirers with experience in those jurisdictions will find the Australian framework conceptually familiar, even if the specific requirements differ.
The risk, however, is at the margins. In a competitive global landscape where capital has choices about where to deploy, any additional friction matters. If an international buyer is evaluating similar opportunities in Australia, the United Kingdom, and Southeast Asia, the jurisdiction that offers the most predictable and efficient path to completion holds a natural advantage. Australian businesses and their advisors need to be aware of this dynamic and plan accordingly.
How We Navigate This for Our Clients
At DMA, we have been advising on mid-market business sales for over 26 years, across around 300 completed transactions. As part of the global CFI network of M&A advisors, we maintain direct relationships with international buyers and advisory firms across major markets. That network gives us real time visibility into how overseas acquirers are responding to the new regulatory environment.
For business owners preparing for a sale, we work to structure the process in a way that accounts for the new ACCC requirements from the outset. This includes realistic timeline planning, early identification of potential competition concerns, and coordination with legal advisors on notification strategy. Where international buyers are likely to be part of the process, we ensure the sale materials and data room are prepared to support both FIRB and ACCC requirements, reducing the risk of delays caused by incomplete or piecemeal information requests.
The regulatory landscape has become more complex, but well-prepared businesses with experienced advisors will continue to attract strong interest and achieve strong outcomes. The key is understanding the new rules and building them into the process from the beginning, not discovering them midway through a transaction.
This article is provided for general information purposes only and does not constitute legal, financial, or tax advice. Business owners should seek professional advice in relation to their specific circumstances.
Authors: | Tony Brown & Jeremy Conway | Divest Merge Acquire
Divest Merge Acquire | divestmergeacquire.com.au
CFI Australia | Member of Corporate Finance International | thecfigroup.com
