Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 (137 of 2024)

Schedule 1   Acquisitions

Part 2   Amendments commencing 1 July 2025

Division 1   Amendment of the Competition and Consumer Act 2010

Competition and Consumer Act 2010

27   After Division 1 of Part IV

Insert:

Division 1A - Acquisitions

Subdivision A - Preliminary

45AV Purportedly putting acquisitions into effect

(1) A reference in this Division to putting an acquisition into effect includes a reference to purportedly putting the acquisition into effect.

(2) A person purportedly puts into effect an acquisition if the person engages in conduct that, apart from this Division, would constitute putting the acquisition into effect.

Subdivision B - Obligations

45AW Commission must be notified of acquisitions

A person contravenes this section if:

(a) the person is a principal party to an acquisition; and

(b) the acquisition is required to be notified; and

(c) the acquisition is put into effect; and

(d) when the acquisition is put into effect:

(i) the acquisition is not a notified acquisition; or

(ii) no notification of the acquisition has an effective notification date (see section 51ABZ); or

(iii) the latest notification of the acquisition that has an effective notification date is stale.

Note 1: For when an acquisition is required to be notified , see Division 2 of Part IVA.

Note 2: For when an acquisition is stale , see section 51ABG.

Note 3: For enforcement, see Part VI.

45AX Commission must be notified of material changes of fact in relation to notified acquisitions

(1) This section applies if:

(a) a person is the notifying party of a notification of an acquisition; and

(b) a change of fact occurs; and

(c) the change of fact is material to the Commission making a determination under subsection 51ABZE(1) in respect of the notification; and

(d) the person becomes aware of the change of fact at a time:

(i) occurring on or after the effective notification date of the notification; and

(ii) at which the Commission has not decided to cease considering the notification under section 51ABZD; and

(iii) at which the Commission has not made a determination in respect of the notification under subsection 51ABZE(1); and

(iv) if the notification is subject to phase 2 review - occurring at least 15 business days (within the meaning of section 51ABK) before the end of the phase 2 determination period for the notification.

(2) For the purposes of this section, the person is taken to become aware of the change of fact at the earliest time at which the person is:

(a) aware of the change of fact; and

(b) aware that the change of fact is material in the way described in paragraph (1)(c).

(3) This section also applies if:

(a) a person is the notifying party of a notification of an acquisition; and

(b) the notifying party has made a public benefit application in relation to the notification; and

(c) a change of fact occurs; and

(d) the change of fact is material to the Commission making a determination under subsection 51ABZW(1) in respect of the application; and

(e) the person becomes aware of the change of fact at a time:

(i) occurring on or after the effective application date of the application; and

(ii) at which the Commission has not decided to cease considering the application under section 51ABZV; and

(iii) at which the Commission has not made a determination under subsection 51ABZW(1) in respect of the application.

(4) For the purposes of this section, the person is taken to become aware of the change of fact at the earliest time at which the person is:

(a) aware of the change of fact; and

(b) aware that the change of fact is material in the way described in paragraph (3)(d).

(5) The person contravenes this subsection if the Commission is not notified of the change of fact, as soon as practicable after the person becomes aware of the change, by:

(a) if the person is the only notifying party of the notification of the acquisition - the person; or

(b) otherwise - all of the notifying parties jointly.

Note: For enforcement, see Part VI.

(6) For the purposes of this section, a person who ought reasonably to be aware of something is taken to be aware of it.

45AY Stayed acquisitions must not be put into effect

A person contravenes this section if:

(a) the person puts an acquisition into effect; and

(b) the acquisition is stayed.

Note 1: For when an acquisition is stayed , see section 51ABE.

Note 2: For enforcement, see Part VI.

45AZ Conditions must be complied with

(1) This section applies to a person who puts a notified acquisition into effect, if putting the acquisition into effect is subject to conditions.

Note: For when putting an acquisition into effect is subject to conditions, see section 51ABH.

(2) The person contravenes this subsection if any of those conditions are not complied with.

Note: For enforcement, see Part VI.

Subdivision C - Acquisitions void if put into effect while stayed

45AZA Acquisitions void if put into effect while stayed

(1) This section applies to an acquisition that is put into effect, or purportedly put into effect, in contravention of section 45AY.

(2) The acquisition is, and is taken always to have been, void by force of this subsection.

Subdivision D - Miscellaneous

45AZB Providing false or misleading information

A person contravenes this section if:

(a) the person gives information to the Commission or the Tribunal under an acquisitions provision; and

(b) the information is false or misleading in a material particular; and

(c) the person knows that, or is reckless as to whether, the information is false or misleading in a material particular.

Note: For enforcement, see Part VI.