AI for Australia's New Merger Regime

Australia's mandatory, suspensory merger notification regime took effect on 1 January 2026: acquisitions above set thresholds must be notified to the ACCC and cannot complete until cleared. AI helps acquirers review data rooms faster, map competitive overlaps and track cumulative three-year acquisitions against thresholds, provided it runs privately and lawyers verify every output.

What changed in Australian merger control on 1 January 2026?

The old informal clearance process, where an acquirer could complete a deal and deal with the ACCC later if it took an interest, has gone. In its place is a mandatory, suspensory notification regime under the Competition and Consumer Act 2010 as amended by the 2024 merger reform legislation.

For acquirers, including private equity and family offices, this changes deal timelines, raises the cost of poor diligence and adds a question before signing: does this transaction, alone or stacked on our recent acquisitions, require a filing?

What changed

• Mandatory: notification is compulsory when thresholds are met.
• Suspensory: a notifiable acquisition cannot complete until the ACCC clears it or grants an exemption.
• Transition: voluntary notification under the new system was available from 1 July 2025; mandatory notification applies from 1 January 2026.

	Old informal regime	New mandatory regime	Impact
Notification	Voluntary in practice	Mandatory above thresholds	Compulsory
Completion	Could complete, then defend	Suspended until ACCC clears	Frozen
Who carries the analysis	ACCC had to act	Parties must self-assess and file	Shifted
Serial acquisitions	Assessed deal by deal	Aggregated over three years	Cumulative
Cost of getting it wrong	Unwinding risk	Significant penalties for completing early	Higher

Completing a notifiable acquisition without clearance, often called gun-jumping, breaches the Act. Penalties for corporations are in line with other serious competition contraventions, which makes this a board-level risk.

What are the ACCC merger notification thresholds?

Broadly, notification is required where a transaction has a connection to Australia and one of these tests is met, as summarised by Australian competition law firms at commencement:

• Combined size test. Combined Australian turnover of the parties is at least $200 million, and either the target's Australian turnover is at least $50 million or the global transaction value is at least $250 million.
• Very large acquirer test. The acquirer group's Australian turnover is at least $500 million and the target's Australian turnover is at least $10 million.
• Serial or creeping acquisitions. Prior acquisitions over the past three years are aggregated with the current deal when testing the target-side thresholds.

The third point is where acquisitive organisations get caught. Buying five or six smaller competitors or suppliers over three years can cross a threshold even though no single deal looks large. If your growth model is acquisition-led, you need a running tally of what you have bought and where the overlaps sit.

Treat these figures as a starting point for a conversation with competition counsel. Treasury and the ACCC have continued to refine details, including how certain asset and land acquisitions are treated.

Where does AI help with merger due diligence?

The ACCC will not accept "our model said it was fine", and no General Counsel should sign a filing on an unreviewed AI summary. AI reduces drudgery and lowers the chance a person misses something in a 4,000-document data room late at night.

1. 1IngestLoad data room into a private, access-controlled workspace
2. 2ExtractPull change-of-control, assignment and MAC clauses
3. 3Map overlapsFlag product and geographic overlaps for competition analysis
4. 4Threshold triageAggregate three-year acquisitions against notification tests
5. 5Human sign-offLawyers verify every flag before it reaches a filing

1. Data room review at scale. AI extracts change-of-control provisions, assignment restrictions, exclusivity, most-favoured-nation terms and material adverse change definitions far faster than sequential reading. This is the capability in AI contract review for legal and procurement teams, applied to a deal timetable.
2. Overlap mapping. The ACCC asks whether the deal substantially lessens competition. That starts with where acquirer and target compete, by product and geography. AI gives competition counsel a structured first pass across catalogues, customer lists and site locations.
3. Threshold and creeping-acquisition triage. A workflow holding a structured record of three years of acquisitions, their Australian turnover and overlap categories can flag when a proposed deal approaches a cumulative trigger. It stops the deal team discovering the problem after signing.
4. Notification drafting support. The ACCC form needs structured information about parties, markets, rationale and effects. AI can assemble first drafts of factual sections from source documents for counsel to verify and complete.

• First-pass contract review across the data roomDays to hours
• Change-of-control and assignment clause extractionAutomated first pass
• Three-year acquisition threshold trackingContinuous, not ad hoc
• Human legal review and sign-offStill required on every flag

AI moves your lawyers from reading every page to verifying flagged pages, and moves your deal team from reconstructing acquisition history under pressure to consulting a maintained record.

Where does AI create fresh legal risk in a deal?

Confidentiality and clean teams. Data rooms are governed by confidentiality agreements and, in sensitive deals, clean team protocols. Feeding that material into a consumer AI service that may retain or train on it can breach those obligations. Diligence AI must run in a private, access-controlled environment with contractual data handling guarantees. See how the wrong AI tools leak business data into training.

Privacy Act exposure. Data rooms hold employee records, customer databases and contact lists. Processing them is handling personal information under the Privacy Act 1988, so the workspace, vendor and retention settings must satisfy the Australian Privacy Principles. Our Privacy Act compliance guide for AI sets out the controls.

Legal professional privilege. Diligence findings are often privileged. Routing them through a third-party AI service can put privilege at risk depending on configuration. Settle this with your General Counsel before the tool is switched on.

Misread clauses. AI review can misclassify a clause, miss a carve-out or confidently summarise a provision incorrectly. Every flag must be checked against the source by an accountable person. As our note on ACCC consumer guarantees and AI explains, "the AI said so" is no defence.

How does a deal timeline work under a suspensory regime?

Clearance time is now on the critical path. Front-load diligence and the threshold analysis so the filing is ready early.

1. Weeks 1-2Threshold assessmentConfirm whether the deal, plus prior three-year acquisitions, is notifiable
2. Weeks 2-5AI-assisted diligenceContract review, overlap mapping, red-flag detection in a private workspace
3. Weeks 4-6Prepare notificationDraft the ACCC form; counsel verifies every AI-assisted section
4. Weeks 6+ACCC reviewSuspensory period; completion held until clearance or exemption

A deal that turns out to be notifiable after you have committed to a timetable can blow that timetable apart. A maintained acquisition register prevents that.

Does your acquisition need a closer look?

Most deals will not cross the thresholds. The exposure sits with the acquisition-led organisation that assumes each small deal is fine and misses the cumulative trigger. Use this as a prompt for counsel, not as legal advice.

Which best describes your situation?

• Single deal, combined AU turnover under $200m, no recent acquisitionsLikely low priority, confirm with counsel
• Acquisition-led roll-up over the past three yearsAssess cumulative thresholds now
• Acquirer group AU turnover above $500mLower target threshold applies, get advice early
• Overlap with a direct competitor or key supplierCompetition analysis before signing

What should acquirers do this quarter?

1. Build a three-year acquisition register with Australian turnover and overlap categories for each deal. This is useful with or without AI.
2. Choose a private AI workspace for diligence. No deal data in consumer tools. Confirm retention and training settings contractually.
3. Write the sign-off rule down. Every AI flag or draft is verified by a named person before it informs a decision or filing.
4. Brief competition counsel early. Early advice is cheaper than a blown timetable.
5. Fold it into your AI governance. See our AI governance framework guide, and for acquirers holding many entities, the multi-entity financial consolidation guide.

How Solve8 can help

We set up private AI workspaces for document review that run on your infrastructure in Australia, with access controls and a person verifying every flag. See our private AI infrastructure service and financial services work, or talk to us.

Sources: Competition and Consumer Act 2010 as amended; ACCC merger guidance; Treasury commencement announcements; Privacy Act 1988 and OAIC guidance. This article is general information, not legal advice.