Australia: M&A/Private Equity

Following ASIC’s release of ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482 (Instrument) and its revised Guidance Notes1, we now have a clearer understanding...

Australia's M&A market demonstrated resilience throughout FY2025-26, with quality assets attracting strong investor interest despite geopolitical uncertainty and cautious financing conditions. Middle-market activity remained steady, private capital continued to shape dealmaking, and foreign investors showed particular interest in healthcare, technology, and energy sectors. What factors will drive transaction activity in 2027, and how can businesses position themselves to capitalize on emerging opportunities

Australia's Parliament has passed critical amendments to the country's new merger regime, replacing automatic voiding of non-notified acquisitions with a court-supervised model and clarifying control exemptions for minority investments. The changes also introduce greater flexibility for stale clearances, though questions remain about whether further reforms are needed to address the regime's underlying complexity and conservative thresholds.

Australia's mandatory merger notification regime, which began in January 2026, is already facing proposed amendments just six months into operation. The government seeks to refine key aspects including how non-notified acquisitions are handled, extending clearance periods, and clarifying notification requirements for minority investments.

The 2026–27 Budget's capital gains tax (CGT) reforms are the most significant recalibration of the investor tax base in 25 years. For gains accruing from 1 July 2027, the 50 per cent CGT discount available...

In Mobile Asset Holdings Ltd [2026] ATP 7, the Takeovers Panel considered a situation where the Board, directors of which represented 50%+ of the shareholdings in the company, put a resolution to shareholders for a constitutional amendment which would enable them to compel all shareholders to sell their shares (aka drag-along rights) without the usual guardrails. This blank cheque approval request was most likely going to be approved, given the voting majority who benefited from it were themselves voting, but for the successful application to the Takeovers Panel of an individual applicant.

Acquiring an Australian business involves more than just agreeing on a purchase price. Historical tax exposures lurking beneath financial statements can significantly erode deal value if left unexamined. Understanding the hidden risks of open audit windows, substantiation requirements, and capital gains tax obligations is crucial for protecting your investment and ensuring the true economic reality of your acquisition.

Australia's new mandatory merger notification regime, effective 2026, fundamentally changes how serial acquisitions and roll-up strategies are regulated by aggregating multiple smaller deals over a three-year period. The Australian Competition and Consumer Commission now examines patterns of incremental consolidation collectively rather than viewing individual transactions in isolation, requiring acquirers to plan earlier and account for the cumulative impact of their acquisition programs.

ASIC transaction reporting requires entities to submit an expanded set of data fields, including Item 49: Price Unit of Measure. This field specifies what unit a reported price refers to, drawn from ISO 20022 standardised codes, and must align with quantity measures to ensure internal consistency. Understanding when to populate this field and selecting the correct unit code are critical to avoiding common reporting errors.