House of Representatives

Explanatory Memorandum

(Circulated by authority of the Treasurer, the Hon Jim Chalmers MP)

Chapter 7: Remedies, enforcement and miscellaneous

Detailed explanation of new law

Court orders

Orders relating to void acquisitions

7.1 The Federal Court may make orders relating to acquisitions that are void, or would be void (under subsection 45AZA(2)). The Federal Court may order that the voiding of the acquisition does not apply or never applied, or such other order it considers appropriate.

7.2 The Federal Court may also make any such orders as it deems appropriate as an alternative to voiding for all types of transactions. This includes international transactions, where voiding might be unenforceable but local (Australian) divestiture orders may be appropriate.

7.3 Before making such an order, the Federal Court must have regard to the seriousness of the related contravention of section 45AY (that is, a person putting into effect an acquisition that is stayed), including the effect of the contravention on persons who are not parties to the acquisition. Apart from specific regard to those matters, the Federal Court is given discretion to determine when it is appropriate to make orders. In certain circumstances, it may be appropriate for the Federal Court to order that the voiding does not apply to ensure a just outcome, or avoid a perverse outcome, and ameliorate the impact of the voiding in appropriate circumstances.

7.4 In making such orders, it is expected that the Federal Court may have regard to other criteria that are linked with contravention of the suspensory rule (see Chapter 3), but not the substantive competition issues.

7.5 An application for such an order can be made by the Commission or any other person but must be made within 6 years after the date the acquisition was put into effect, or purportedly put into effect. If an application is made by a person other than the Commission, the Court must give a copy of the application to the Commission and the Commission has discretion to intervene in the proceedings. If the Commission intervenes in the proceedings, the Commission is taken to be a party to the proceedings.

[Schedule 1, item 40, section 77D of the CCA]

Orders relating to divestiture

Acquisition determinations made on the basis of false or misleading information

7.6 The Federal Court may make divestiture orders and declarations voiding acquisitions where an acquisition determination was made by the Commission on the basis of false or misleading information which was provided by the notifying party or a related body corporate.

7.7 If the Court is satisfied that:

•

as part of putting the acquisition into effect, the notifying party or a related body corporate acquired a thing (such as shares, assets, or other interests); and

•

the Commission made an acquisition determination in respect of the notification; and

•

apart from the determination, putting the acquisition into effect would have contravened the acquisition obligations in Subdivision B of Division 1A of Part IV; and

•

the Commission made the determination on the basis of information that was false or misleading in a material particular, given by the notifying party or a related body corporate; and

•

the information was material to the Commission making the acquisition determination; and

•

the Court (or another court) has found the person giving the information contravened section 45AZB (or the equivalent criminal offence in the Criminal Code);

then the Court may, on application by the Commission, make an order directing the disposal of anything acquired (divestiture), or declare the acquisition to be void from the day it occurred.

[Schedule 1, item 44, subsections 81B(1), (2), (4) and (5)of the CCA]

Declaring the acquisition void - Additional requirement

7.8 The Court may only declare an acquisition void if, in addition to the above requirements, it is satisfied that the vendor (the person from whom the thing was acquired) was involved in the giving of false or misleading information in contravention of section 45AZB of the CCA or the Criminal Code. If such a declaration is made, the thing acquired is taken not to have been disposed of by the vendor, and the vendor must refund any amount paid by the acquirer.

[Schedule 1, item 44, subsections 81B(6) and (7) of the CCA]

Conditions not complied with

7.9 The Court may also make divestiture orders and declarations voiding acquisitions where an acquisition determination made by the Commission included conditions and those conditions were not complied with.

[Schedule 1, item 44, subsections 81B(1) and (3) of the CCA]

Court may accept an undertaking

7.10 Instead of making a divestiture or declaration order, the Court may accept an undertaking from the person to dispose of other things owned by the person, subject to any conditions the Court considers appropriate.

[Schedule 1, item 44, subsection 81B(8) of the CCA]

7.11 An application for a divestiture order or declaration voiding an acquisition must be made within 3 years after the day the acquisition was put into effect. The Court may also make an order with the consent of all parties, whether or not it is satisfied of the necessary matters.

[Schedule 1, item 44, subsections 81B(9) and (10) of the CCA]

7.12 These powers ensure that parties cannot retain the benefits of an acquisition obtained through providing false or misleading information to the Commission or by breaching conditions of the Commission's determination. These powers provide a significant deterrent and allow the Commission to seek appropriate orders or undertakings.

Injunctions

Acquisition determinations made on the basis of false or misleading information

7.13 The amendments provide the Federal Court with the power to grant injunctions, on application of the Commission, if an acquisition determination has been made on the basis of false or misleading information.

7.14 The Court may grant an injunction in such terms as the Court determines to be appropriate if it is satisfied that:

•

a person is proposing to put an acquisition into effect; and

•

the Commission made a determination to put the acquisition into effect (with or without conditions) under paragraph 51ABZE(1)(a) or that the acquisition would be of public benefit under paragraph 51ABZW(1)(a); and

•

that determination was made on the basis of information that was false or misleading in a material particular; and

•

the information was material to the Commission making the determination; and

•

the false or misleading information was given by the person proposing to put the acquisition into effect or a related body corporate; and

•

apart from the determination, putting the acquisition into effect would contravene the acquisition obligations in Subdivision B of Division 1A of Part IV.

[Schedule 1, item 43, section 80AD of the CCA]

7.15 A consequential change is made to section 157 of the CCA to ensure the disclosure of documents by the Commission in certain circumstances when a proceeding is instituted against a corporation under sections 80AD and 81B (see above).

[Schedule 1, items 68 and 69, paragraph 157(1)(c) of the CCA]

7.16 This enforcement tool recognises that the Commission would not have approved the acquisition if the false or misleading information had not been provided. The injunction can therefore prevent an acquisition from proceeding where the approval was obtained on the basis of false or misleading information.

General injunction power

7.17 The CCA's existing injunction powers are extended to contraventions of the new obligations and prohibitions relating to acquisitions in Subdivision B of Division 1A of Part IV.

[Schedule 1, item 42, subsection 80(1A); refer to section 80 of the CCA]

7.18 On application by the Commission (and not any other person), the Court may grant an injunction in such terms as it determines to be appropriate if it is satisfied that a person has engaged, or is proposing to engage, in conduct that constitutes or would constitute a contravention of the acquisition obligations in Subdivision B of Division 1A of Part IV of the Act. This includes circumstances where a person is aiding, abetting or attempting to contravene the acquisition obligations.

Pecuniary penalties

Contravention of acquisition obligations

7.19 The amendments introduce pecuniary penalties for contraventions of the following obligations under these new rules:

•

obligation to notify the Commission about proposed acquisitions

•

prohibition on putting into effect stayed acquisitions.

[Schedule 1, Division 1A, Subdivision B (sections 45AW and 45AY) of the CCA]

7.20 These penalty provisions reflect the seriousness of contravening the acquisition obligations and are designed to deter non-compliance. Parties have strong incentives to notify acquisitions and respect the suspensory rule. A person that has aided, abetted or attempted to contravene the notification obligation or put a stayed acquisition into effect may also be liable for pecuniary penalties.

7.21 The amendments also clarify that the rule (under subsection 76(3) of the CCA) that prevents a person from being penalised twice for the same conduct does not apply to conduct that contravenes both the obligation to notify an acquisition (section 45AW) and the prohibition about putting into effect a stayed acquisition (section 45AY).

[Schedule 1, item 39, subsection 76(4AA) of the CCA]

7.22 For the avoidance of doubt, section 86E of the CCA could apply to a contravention of new Division 1A of Part IV. This means that directors can be disqualified if they contravene the obligation to notify the Commission about proposed acquisitions or put a stayed acquisition into effect, and the Federal Court considers that disqualification is appropriate.

Providing false or misleading information about an acquisition

7.23 The amendments also introduce a civil penalty for providing false or misleading information to the Commission or the Tribunal about an acquisition alongside existing criminal penalties under the Criminal Code.

[Schedule 1, item 27, section 45AZB of the CCA]

7.24 A person contravenes this provision if:

•

the person gives information to the Commission or the Tribunal about an acquisition; and

•

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

•

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

[Schedule 1, item 27, section 45AZB of the CCA]

7.25 The existing pecuniary penalty provisions in section 76 of the CCA apply. Consistent with the Guide to Framing Commonwealth Offences, Infringement Notices and Enforcement Powers, the primary objective of this civil penalty is deterrence. Providing false or misleading information, even recklessly, could seriously undermine the integrity of the new system and lead to anti-competitive acquisitions proceeding based on false or misleading information.

7.26 The civil penalty ($50 million for body corporates and $2.5 million for persons) is set at a level that will provide a strong deterrent against conduct that could undermine the new system. The penalty amount is also consistent with existing penalty amounts that apply across the CCA and provides the Commission with a flexible and proportionate enforcement tool to address non-compliance with information requirements.

7.27 As above, section 86E of the CCA could apply to a contravention of new Division 1A of Part IV such that directors can be disqualified if they are involved in the contravention of the new civil penalty provision for providing false or misleading information and the Federal Court considers that disqualification is appropriate.

Miscellaneous

Information gathering

7.28 To support its administrative decision-making, the Commission may:

•

invite persons (whether located in Australia or somewhere else) who appear to the Commission to be interested in the acquisition to make written submissions regarding the notified acquisition - for example, market participants such as consumers, suppliers and competitors, industry associations, or consumer groups, and

•

consult with persons (whether located in Australia or somewhere else) it believes to be reasonable and appropriate to consult with for the purposes of making a determination - for example, other government agencies, economists or industry experts.

7.29 An example of the types of consultations the Commission might engage in is with interested market participants after a remedy proposal has been offered by the notifying party so the Commission can take into account feedback as the Commission must not include conditions unless it is satisfied that the acquisition could substantially lessen competition in any market, if there were no conditions.

7.30 When a person is a party to a notified acquisition, the Commission may request, via written notice, that the person provide (either orally or in writing) additional information relevant to the determination. The Commission can also request, via written notice, that any person (including parties to the acquisition) provide (either orally or in writing) particular information relevant to making the determination.

7.31 If the Commission exercises its powers to request information through submissions or consultation, it is required to take this information into account, so long as it is provided in accordance with specified timeframes.

7.32 The Commission must not take into account submissions or information that is received outside the specified timeframes, namely within 15 business days of the end of the relevant determination period (that is, the Phase 2 determination period or the determination period in relation to a public benefit application). This is to ensure the Commission has sufficient time to consider the submissions or information in making a determination.

7.33 This does not limit the processes associated with submissions in response to a notice of competition concerns or in response to a public benefit assessment.

7.34 The Commission must not request information within 15 business days of the end of a Phase 2 or public benefit determination period, unless the notifying party has provided consent in writing or the request relates to information received before those 15 business days. This limitation on information requests does not apply to the Commission during the Phase 1 determination period. This is intended to allow the Commission to have a period of time to finalise its analysis, clarify queries relating to the material received to date, carry out any cross checks, and finalise its determination.

7.35 Where the notifying party has consented to an information request or the Commission has requested clarifying information relating to material received or obtained prior to the 15 business day period before the end of Phase 2 or the public benefit determination period, the Commission may take that information into account.

[Schedule 1, item 35, section 51ABZZD of the CCA]

7.36 The Commission's information gathering powers do not prescribe the types of information that the Commission can request. The amendments make clear that the Commission is required to have regard to any information that it obtains through its information gathering powers, indicating the expectation that the information be relevant to the Commission's determination.

7.37 To the extent that the Commission collects and/or uses personal or sensitive information, as defined in the Privacy Act 1988, it is required to comply with its privacy obligations under that Act when handling that information.

7.38 Further, persons who are requested by the Commission to provide submissions and additional or particular information are not required to comply. A failure to provide submissions or information means that the Commission's determination will proceed in the absence of such material. If the notifying party fails to comply with an information request, this may result in an extension of the determination period (see paragraph 51ABZZE(b)).

Providing false or misleading information in response to section 155 notices

7.39 Section 155 notices are a key investigatory tool that allow the Commission to gather information to administer and enforce the CCA. The CCA prohibits a person in purported compliance with a notice knowingly furnishing information or giving evidence that is false or misleading. A person who contravenes this prohibition is guilty of an offence punishable on conviction by imprisonment for 2 years or a fine not exceeding 100 penalty units.

[Schedule 1, item 66, subparagraph 155(2)(b)(iia) of the CCA]

7.40 The Commission's existing power in paragraph 155(2)(a), in combination with the new contraventions relating to failure to notify and putting stayed mergers into effect, will also enable the Commission to issue compulsory notices to investigate whether a proposed acquisition would meet the notification thresholds and therefore should be notified.

7.41 The new system seeks to enhance the Commission's ability to carry out its investigative functions and gather all relevant information and evidence. As part of this reform, the new law introduces a civil penalty for contravention of this prohibition when it occurs on or after 1 January 2026. The new civil penalty amounts are set out as follows:

•

For individuals - 200 penalty units per contravention.

•

For bodies corporate - 1,000 penalty units per contravention.

[Schedule 2, items 1 to 4, subparagraph 76(1)(a)(iiic), subsections 76(1A) and 155(5) of the CCA]

7.42 Consistent with the Guide to Framing Commonwealth Offences, Infringement Notices and Enforcement Powers, the objective of imposing this civil penalty is deterrence. Knowingly or recklessly furnishing information or giving evidence that is false or misleading in purported compliance with such notices could undermine the Commission's investigative functions and ability to administer the competition law. The ability to issue notices under this section would also be undermined if recipients could provide false or misleading material.

7.43 Imposing a civil penalty for providing false or misleading information provides the Commission with a flexible and proportionate enforcement tool that is effective in practice and provides the Commission with an additional enforcement tool to assist in encouraging compliance.

7.44 The civil penalty amounts are set at a level that provides a strong deterrent against conduct that could undermine the public confidence in the regulatory process. These amounts are also consistent with civil penalty amounts for similar contraventions across other Commonwealth legislation.

7.45 For the avoidance of doubt, this civil penalty is separate to the civil penalty imposed for contravening the prohibition for providing false or misleading information to the Commission in relation to an acquisition (see above).

Anti-overlap provisions

7.46 The amendments also introduce anti-overlap provisions in relation to the new acquisition obligations. The making of a contract by a corporation is not a contravention of the cartel prohibitions to the extent that the contract provides for an acquisition, if the contract is subject to a condition that the provision will not come into force unless and until the acquisition becomes a notified acquisition. However, this does not prevent the giving effect to such a provision of a contract from constituting a contravention of the cartel prohibitions.

[Schedule 1, items 28 and 29, subsections 45(7), (8B) and (8C) of the CCA]

7.47 In addition, sections 45AF and 45AJ will not apply to the making of a contract containing a cartel provision to the extent it provides for an acquisition, if the contract is subject to a condition that the provision will not come into force unless and until the acquisition becomes a notified acquisition. Similarly, sections 45AF, 45AG, 45AJ and 45AK will not apply in relation to a contract, arrangement or understanding containing a cartel provision, insofar as the cartel provision provides for an acquisition, if the acquisition is a notified acquisition. The evidential burden rests with the person seeking to rely on the exceptions in subsections 45AMA(1) and 45AT(3) of the CCA.

[Schedule 1, items 25 and 26, section 45AMA and subsections 45AT(3) and (4) of the CCA]

7.48 Consistent with the principles in the Guide to Framing Commonwealth Offences, Infringement Notices and Enforcement Powers, imposing an evidential burden is appropriate in these circumstances as the person seeking to rely on the anti-overlap provisions is best placed to adduce or point to evidence in relation to the relevant contract, arrangement, understanding or acquisition. In contrast, it would be significantly more difficult and costly for the prosecution to disprove as they may not have visibility of the relevant information.

Consequences of a Court setting aside or remitting a determination

7.49 For a determination made in respect of a notification of an acquisition, if a court sets aside or remits the determination back to the Commission to be considered again, Division 4 of Part IVA will apply to the notification, except that:

•

the Commission may determine that such an acquisition must not be put into effect even if the notification is not subject to Phase 2 review and without giving a notice of competition concerns; and

•

the notice and fee provisions associated with the decision that the notification is subject to Phase 2 review do not apply; and

•

the provisions dealing with the giving of the notice of competition concerns do not apply.

7.50 Additionally, if a court sets aside or remits such a determination, the Phase 1 determination period for the notification is taken to start on the day the court sets aside the determination.

[Schedule 1, item 35, subsections 51ABZZF(1) and (2) of the CCA]

7.51 For a determination made in respect of a public benefit application, if a court sets aside, or remits it back to the Commission to be made again, Division 5 of Part IVA will apply in relation to the application, except that the determination period for the application will be taken to start on the day the court sets aside or remits the decision.

[Schedule 1, item 35, subsections 51ABZZF(3) and (4) of the CCA]

7.52 The resetting of the relevant determination period to start from the date of the Federal Court decision ensures the Commission has adequate time to reconsider the matter, taking into account any new information, changed market conditions, or direction provided by the Federal Court. This is important because it ensures that the Commission's new determination is based on an up-to-date assessment of the competitive effects of the acquisition.

7.53 However, the amendments do not alter the substantive competition test or public benefit test that the Commission must apply in making its new determination. The Commission must still assess whether the acquisition would have the effect, or be likely to have the effect, of substantially lessening competition in any market (under subsection 51ABZE(2)), or whether it would result, or be likely to result, in a public benefit that outweighs any detriment (under subsection 51ABZW(2)).

7.54 The amendments also do not affect the ability of the parties to the acquisition or other interested persons to seek review of the Commission's determination by the Tribunal under Part IX of the CCA. The normal review processes and timeframes will apply to any such review application.

Acquisitions register

7.55 The establishment of a register of notified acquisitions will facilitate transparency, and ensure that information and documents relating to acquisition determinations made by the Commission are publicly released and accessible to parties to acquisitions and the community more broadly.

7.56 The Commission must keep a register of notified acquisitions available on the internet where the public can inspect the register. The Commission may correct or update information and documents on the acquisitions register so the register remains accurate and fit-for-purpose.

[Schedule 1, item 35, section 51ABZZH of the CCA]

7.57 The register must include certain information or documents for each notified acquisition.

7.58 Certain things must be included on the register within one business day from when the relevant determination, decision or notification is made. These include a copy of each acquisition determination made in respect of notifications, including statements of the Commission's reasons for making the determination, a copy of the notice stating that a notification is subject to Phase 2 review, and details of each notification of the acquisition determined by the Minister by legislative instrument.

7.59 The Minister may also determine, by legislative instrument, other information or documents that are to be included on the register.

7.60 This register serves to ensure transparency of the Commission's process and allows any relevant stakeholders to be aware of intended acquisitions so they can engage in the Commission's review. It will also facilitate transparency and predictability in relation to decisions that the Commission may make and provide the public with an insight into the economic and legal reasoning that has been applied by the Commission when assessing notified acquisitions.

[Schedule 1, item 35, section 51ABZZI of the CCA]

Confidential reviews

7.61 While transparency is a key objective of the new system, it is important that orderly operation of capital markets is not unduly affected. The amendments therefore allow certain transactions involving surprise hostile takeovers to be considered confidentially for 17 business days before information is published on the acquisitions register (see Chapter 2 for more on confidential reviews).

7.62 Similarly, APRA is required to consult with the Commission when approving voluntary and compulsory transfers of authorised deposit-taking institutions (ADIs) and other regulated entities under sections 12 and 26 of the FSTR Act, respectively, unless the Commission has notified APRA that it does not wish to be consulted about the transfer concerned or the relevant class of transfers. To support the stability of the financial system and avoid delays, in circumstances where APRA states that it considers the transfer to be necessary either to promote financial system stability in Australia or, if the transferring body is an ADI or life insurance company, to protect the interests of deposit holders or policy owners/prospective policy owners respectively, voluntary transfers of business under the FSTR Act will be reviewed by the Commission confidentially, with no information or documents included on the acquisitions register until the Commission makes a determination. The Commission may make a determination on the acquisition before the earliest time specified under subsection 51ABZI(1). This will enable the Commission to make a timely and confidential determination.

Review of the operation of Part IVA

7.63 The Minister must cause a review of Division 1A of Part IV, Part IVA and Divisions 1A and 1B of Part IX to occur. The persons conducting the review must begin the review on 1 December 2028 at the earliest and must finish and provide the Minister with a written report of the review by 31 December 2029 at the latest.

[Schedule 1, item 35, subsections 51ABZZU(1) and (2) of the CCA]

7.64 This review, a few years into the operation of these amendments, will allow for timely assessment of the functionality and efficiency of the new system to ensure that it is operating as intended.

7.65 Copies of the report must be tabled in each House of Parliament within 15 sitting days of each house.

[Schedule 1, item 35, subsection 51ABZZU(3) of the CCA]

Delegation

Delegation by Commission

7.66 The Commission may delegate its powers under an acquisitions provision to a member of Commission staff who is an SES or acting-SES employee, but only if the Commission is satisfied the staff member has appropriate qualifications, training or experience to exercise those powers.

[Schedule 1, item 35, subsections 51ABZZR(1) and (2) of the CCA]

7.67 These provisions are consistent with delegation provisions in other Commonwealth legislation. They are intended to support the Commission to exercise its powers and functions efficiently and effectively, and in a way that is consistent with its internal processes.

7.68 As the Commission retains responsibility for how its powers under the acquisitions provisions are exercised, the delegate must comply with any written directions of the Commission when exercising the delegated powers or functions.

[Schedule 1, item 35, subsection 51ABZZR(3) of the CCA]

Delegation by Minister

7.69 The Minister may (in writing) delegate any or all of the Minister's functions or powers under an acquisitions provision (other than the Minister's powers to determine certain matters by legislative instrument) to an SES level employee or acting SES level employee in the Department of the Treasury if the Minister is satisfied that the person has the appropriate qualifications, training or experience. In performing a delegated function or exercising a delegated power, the delegate must comply with any written directions of the Minister.

7.70 Powers to determine the form, and accompanying information and documents, for acquisition notifications and public benefit applications, may also be delegated to the Commission, a member of the Commission or an SES employee or acting SES level employee of the Commission.

[Schedule 1, item 35, section 51ABZZS of the CCA]

7.71 Delegation powers are needed because it is not practicable for such functions and powers to only be exercisable at the Ministerial level. The provisions recognise the significance of appropriate delegation, by requiring the delegation to only be made to an employee at SES level. This is consistent with Senate Standing Committee for the Scrutiny of Delegated Legislation Guidelines-Principle (c). ^[1]

Information gathering

7.72 The amendments also introduce a new provision which provides for more comprehensive delegation arrangements for the Commission's information-gathering powers under section 155.

7.73 It allows the Commission, Chairperson, Deputy Chairperson, or a member of the Commission to delegate any or all of their functions or powers under section 155 to an SES employee or acting SES employee of the Commission. This delegation is subject to similar conditions as the acquisitions provisions, including the requirement for the delegate to have appropriate qualifications, training or experience, and to comply with any written directions of the delegator.

[Schedule 2, Part 4, item 11, section 155AAAA of the CCA]

7.74 A consequential change is made to subsection 155AAA(21) of the CCA (relating to the protection of certain information) such that a core statutory provision for the purposes of that section includes new Part IVA.

[Schedule 1, item 67, subsection 155AAA(21)]

Constitutional Basis

7.75 Schedule 1 to the Bill amends section 2B of the CCA, which binds the States and Territories insofar as they 'carry on a business', to include the new acquisitions provisions. Similarly, the amendments provide that the acquisitions provisions will also apply to local government bodies.

[Schedule 1, items 3 to 5, subsection 2B(1) and section 2BA of the CCA]

7.76 Schedule 1 to the Bill amends section 5 of the CCA to extend the application of the new mandatory and suspensory administrative system to conduct engaged in outside Australia by bodies corporate incorporated or carrying on business within Australia, or Australian citizens, or persons ordinarily resident within Australia.

7.77 Further, the amendments extend the application of the new system to persons who are not corporations with some modifications.

7.78 Finally, to improve readability, the amendments insert headings Cartel conduct, Acquisitions, Payment surcharges, Certain provisions of Australian Consumer Law, and Offences relating to cartel conduct before the relevant subsections in section 6 of the CCA.

[Schedule 1, items 12 to 18, paragraphs 5(1)(fa), 6(2)(h) and subsections 6(2A), 6(2C), 6(2EA) to (2ED), 6(3) and 6(5A) of the CCA]

Acquisition of property

7.79 Schedule 1 to the Bill does not apply in relation to an acquisition if the operation of the amendments would result in an acquisition of property otherwise than on just terms, and the acquisition should be invalid.

[Schedule 1, item 71, section 192 of the CCA]

Taxation

7.80 For the sake of clarity the Bill also provides that a fee under new Part IVA must not amount to taxation.

[Schedule 1, item 35, section 51ABZZT of the CCA]

New reporting requirements

7.81 The amendments extend the existing annual reporting requirements for the Commission to include information relevant to the new acquisitions system. For annual reports covering periods ending on or after 30 June 2026, the Commission must now report on:

•

the number of notification waiver applications made during the period and a general summary of the kinds of acquisitions to which the applications related;

•

the number of notifications of acquisitions made during the period, and a general description of the kinds of acquisitions notified;

•

the number of notifications that the Commission decided during the period were to be subject to phase 2 review, and a general summary of the circumstances in which the Commission made such decisions;

•

the number of acquisition determinations that the Commission made during the period that included conditions, and a general description of the kinds of conditions included;

•

a general summary of the kinds of goodwill protection provisions specified in notifications of acquisitions during the period (see subsection 51ABY(6)); and

•

the number of declarations the Commission included under subsection 51ABZG(1) during the period, and a general summary of the circumstances in which the Commission included such declarations.

7.82 These new reporting requirements complement the existing reporting obligations of the Commission, which include information on matters such as notices issued, search warrants, complaints received and major investigations.

7.83 The addition of specific reporting on the new system will enhance transparency and provide valuable insights into the operation and impact of these new provisions.

[Schedule 1, items 70 and 71, paragraph 171(3)(ab) and section 190 of the CCA]