Regulatory approval is now a defined change phase – not an administrative step
From 1 January 2026, Australia introduced a mandatory, suspensory merger regime.
Transactions above prescribed thresholds must be notified to the ACCC and cannot complete until clearance is granted (unless a waiver applies). For many routine matters, approval may be obtained relatively quickly, but for more complex or contested transactions, statutory review periods and “stop-the-clock” information requests can extend timelines materially.
This is a structural shift. While the reform sits within competition law, its operational impact is squarely with boards, sponsors and executive teams. The period between announcement and completion is now more formally regulated, more visible, and in some cases longer.
For deal leaders, that shift has a practical consequence: regulatory approval is no longer something that happens in the background while integration planning gets underway. It’s a managed transition phase in its own right, and it needs to be treated as one.
What’s actually changed
Under the previous regime, merger notification was largely voluntary. Parties could seek informal clearance from the ACCC, and the regulator retained the ability to challenge transactions in court.
Under the new framework:
- Notification is compulsory above the defined thresholds
- Completion is prohibited before clearance
- The ACCC is the primary administrative decision-maker
- Statutory review stages create structured timelines
Not every transaction will face extended review. Many will clear in the early phases. But timing control has shifted. Even where clearance is straightforward, the sequence is more formal and the review period more explicit.
That change in control affects behaviour inside organisations.
The behavioural consequence of regulated delay
When deal timing is externally governed, executives adjust. Investment decisions become conditional. Integration planning becomes cautious. Talent begins to assess optionality. Competitors identify a defined window for approach.
The uncertainty is not abstract; it is visible and bounded. The transaction is public; the outcome is pending. Employees can see the future direction but cannot yet operate within it.
Traditional integration models assume uncertainty peaks at announcement and resolves at close. Under a mandatory suspensory regime, that curve can flatten and stretch. In complex cases, review may run for several months. In some cases, approval may not be granted at all.
That period, whether brief or extended, now needs active management.
The risk is not just regulatory, it is organisational
Legal advisers manage competition risk. Financial advisers manage valuation and structure.
What often sits in between is organisational risk: the human response to waiting.
During regulatory review, organisations face:
- Decision-right ambiguity
- Reduced executive velocity
- Attrition risk among high performers
- Informal narrative formation
- Client uncertainty about continuity
The regulator’s task is to assess the effects of competition.
The board’s task is to protect enterprise value during the review window.
Those are related, but distinct.
The gun-jumping paradox and its operational tension
The prohibition on pre-completion integration is clear and appropriate. Parties must not operate as a combined entity until approval is obtained.
However, this creates a practical tension:
- Organisations must be ready for Day 1
- They must also remain legally separate until clearance
The risk is over-correction. Leaders reduce communication to avoid missteps. Integration planning is delayed rather than carefully structured. Teams are left in interpretive space.
Precision is required.
Preparing to merge is not the same as acting merged. Governance boundaries, information protocols and communication rhythms must be deliberately designed, not improvised under pressure.
Transparency and narrative alignment
The new regime increases formal visibility of the assessment process. Certain transactions appear on the public register. Regulatory reasoning may become part of the public record.
External submissions are written for competition analysis. Internal communications are written for organisational alignment. If these narratives diverge, trust erodes.
Efficiency arguments can be interpreted internally as cost reduction. Public benefit framing may not fully align with internal growth messages. Inconsistency creates cognitive dissonance, and dissonance reduces confidence in leadership.
Alignment does not mean identical language. It means coherence of intent across audiences.
Talent risk during regulatory review
Extended or visible review periods create a predictable pattern:
- High performers seek clarity
- Competitors test availability
- Informal exit conversations begin early
Traditional retention mechanisms often trigger at completion. Under a mandatory regime, the risk period begins earlier and may last longer than anticipated.
Managing talent through regulatory review is less about blanket incentives and more about:
- Clear articulation of decision boundaries
- Honest acknowledgement of uncertainty
- Short-cycle priorities that maintain momentum
- Visible executive presence
Silence is rarely neutral.
What deal leaders should now be asking
Before formal notification leaders should be asking:
- Do we understand whether our transaction meets notification thresholds and what the likely review pathway is?
- Who owns organisational risk during review?
- What decisions continue regardless of clearance timing?
- What is our protocol for communication during Phase 1 and potential Phase 2 review?
- Where will attrition risk concentrate first?
- How do we protect performance if the review extends beyond the base-case timeline?
If these questions are not addressed explicitly, behaviour will default to caution and drift.
A reframing for boards and sponsors
Mandatory merger control formalises waiting. It does not remove execution risk.
For many transactions, review will be efficient and relatively contained. For some, it will be extended and contested. In both cases, the period between announcement and clearance is now a defined stage of the deal lifecycle.
Treating it as administrative delay invites erosion.
Treating it as structured transition protects value.
The organisations that manage this phase deliberately will retain trust, preserve talent and integrate faster if approval is granted. Those that leave it solely to legal process will experience performance leakage that rarely appears in the deal model but is felt in the first year post-close.