We’ve already written about whether Australia’s new merger regime catches your deal — the turnover thresholds, the serial acquirer limbs, and the eye-watering penalties for completing without approval. This post covers the next question, which is the one that actually shapes your sale process: once a deal is notifiable, what does getting ACCC clearance involve, how long does it take, and what should the transaction documents say about it?
Since 1 January 2026, the Competition and Consumer Act 2010 (as rebuilt by the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024) makes notifiable acquisitions suspensory: the deal cannot complete until the ACCC approves it. That turns clearance from a legal afterthought into a critical-path workstream, and the regime’s first year of operation has given us real data on how it runs.
Step One: Can You Take the Waiver Off-Ramp?
The thresholds are deliberately blunt, so plenty of deals get caught that raise no competition issue at all — a large acquirer buying a startup in a market it doesn’t play in, for instance. For those, the regime offers a notification waiver: a short application asking the ACCC to confirm the transaction doesn’t need to be notified.
Waivers have been the regime’s quiet workhorse. In the first quarter of 2026 the ACCC received more than twice as many waiver applications as notifications, granted roughly nine in ten of those it decided, and turned them around in about 11 business days on average — for a fee of $8,300 rather than the $56,800 Phase 1 filing fee (2025–26 figures; all fees are indexed annually).
The catch is that waivers are decided on the papers. The ACCC won’t investigate or fill gaps: the application itself has to show there’s no plausible competition concern — no horizontal overlap, no meaningful vertical relationship, nothing complicated. If the waiver is refused, you file a full notification anyway and the clock starts from scratch, having spent both fees and several weeks. A waiver is the right call for genuinely clean deals, not a discount lane for arguable ones. One more limitation: a refused waiver can’t be taken to the Competition Tribunal.
Step Two: Pre-Notification Engagement
For deals that will be notified, the ACCC recommends approaching it at least two weeks before filing — longer where the deal may raise concerns. In practice this means sending a draft notification and the transaction documents, and letting the case team flag gaps before the statutory clock starts.
Founders sometimes read this stage as optional. It isn’t, practically speaking, because of how the clock works: the review period only runs from effective notification — when every content requirement is met and the fee is paid — and the ACCC doesn’t certify completeness up front. A notification the ACCC later treats as materially incomplete can unwind your assumed timeline. Pre-notification engagement is how you de-risk that.
There are two notification forms: a short form for deals unlikely to raise concerns (the ACCC expects this to be the usual filing) and a long form where there’s real overlap or complexity. Either way, be ready for publicity: notifications appear on the ACCC’s public Acquisitions Register within about a business day of filing, so your signing announcement, employee communications and customer messaging need to be ready to go simultaneously — competitors read the register, and some will lodge submissions.
Step Three: Phase 1 — and Usually the End
Phase 1 runs up to 30 business days, with determinations possible from day 15. The early data is genuinely encouraging: in the regime’s opening months the ACCC cleared the overwhelming majority of notified deals in Phase 1, averaging around 18 business days, with over 90% decided within 20. Remedies (such as a divestiture undertaking) can be offered in Phase 1, but only early — broadly, by business day 20 — so if your deal needs a fix, it needs to be designed before filing, not improvised mid-review.
For a typical startup exit — a strategic acquirer with no overlapping product, caught mainly by the acquirer’s size — Phase 1 clearance on the short form is the expected path. Budget roughly four to eight weeks from first ACCC contact to approval, and build that into the gap between signing and completion, alongside the interim operating covenants and escrow and holdback mechanics that gap already strains.
Phase 2: Rare, Long and Expensive
Deals that raise substantive concerns move to Phase 2: up to a further 90 business days, a Notice of Competition Concerns by business day 25 of that phase setting out the ACCC’s case, a formal response from the parties by day 50, and a hard remedies deadline at business day 60 (an offer after day 50 can extend the phase further). Phase 2 fees run from $475,000 to $1,595,000 depending on deal value. The substantive question throughout is whether the acquisition would be likely to substantially lessen competition — a test the reforms expanded to include creating, strengthening or entrenching a substantial degree of market power.
Only a handful of transactions reached Phase 2 in the regime’s first months, all in concentrated markets. If your startup sale is heading there, something about the deal — usually the acquirer’s position, not yours — is doing the work, and that risk should have been priced and papered at term sheet stage: think reverse break fees, “off-ramp” termination rights if the deal is referred to Phase 2, and a long-stop date that honestly accommodates the extra six months. If the ACCC ultimately says no, there are two further avenues: a public benefit application to the ACCC, and limited merits review by the Competition Tribunal, which must be sought within 14 days of the reasons being published.
After Approval: Don’t Complete Too Early
An approval doesn’t take effect instantly. Completion must wait out a short standstill — broadly the 14-day window in which the determination can be taken to the Tribunal — and completing a notified deal before you’re allowed to renders the acquisition void. Approvals then last 12 months (extendable), which matters for deals with long regulatory tails or staged completions.
The process is manageable, but only if it’s engineered into the deal from the start: threshold analysis at letter-of-intent stage, a waiver-or-notify decision made deliberately, conditions precedent and long-stop dates that match the real timeline, and clarity about who pays the fees and carries the Phase 2 risk. That’s standard scoping in our mergers and acquisitions practice, and as startup lawyers in Sydney we’d much rather have the clearance conversation before the term sheet is signed than after the acquirer’s long-stop date starts looming.
This article is general information only, not legal advice — clearance strategy turns on the parties’ revenues, market positions and deal terms, which need proper analysis. Viridian Lawyers advises Australian startups, founders and investors on exits and the transactions around them. If a sale is on your horizon, get in touch.
