Commonwealth: Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 (Cth)

Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 No. 137, 2024 An Act to amend the Competition and Consumer Act 2010, and for related purposes Contents 1 Short title 2 Commencement 3 Schedules Schedule 1—Acquisitions Part 1—Amendments commencing day after Royal Assent Competition and Consumer Act 2010 Part 2—Amendments commencing 1 July 2025 Division 1—Amendment of the Competition and Consumer Act 2010 Competition and Consumer Act 2010 Division 2—Other amendments Administrative Decisions (Judicial Review) Act 1977 Airports Act 1996 Corporations Act 2001 Financial Sector (Transfer and Restructure) Act 1999 Radiocommunications Act 1992 Part 3—Amendments commencing 1 January 2026 Division 1—Main amendments Competition and Consumer Act 2010 Division 2—Application of amendments Competition and Consumer Act 2010 Schedule 2—Other amendments Part 1—Penalty for false or misleading information Competition and Consumer Act 2010 Part 2—Duties imposed by Competition Code Competition and Consumer Act 2010 Part 3—Divisions of the Commission Competition and Consumer Act 2010 Part 4—Delegation Competition and Consumer Act 2010 Part 5—Other amendments Competition and Consumer Act 2010 Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 No. 137, 2024 An Act to amend the Competition and Consumer Act 2010, and for related purposes [Assented to 10 December 2024] The Parliament of Australia enacts: 1 Short title This Act is the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024. 2 Commencement (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms. Commencement information Column 1 Column 2 Column 3 Provisions Commencement Date/Details 1. Sections 1 to 3 and anything in this Act not elsewhere covered by this table The day this Act receives the Royal Assent. 10 December 2024 2. Schedule 1, Part 1 The day after this Act receives the Royal Assent. 11 December 2024 3. Schedule 1, Part 2 1 July 2025. 1 July 2025 4. Schedule 1, Part 3 1 January 2026. 1 January 2026 5. Schedule 2, Part 1 1 January 2026. 1 January 2026 6. Schedule 2, Parts 2 to 5 The day after this Act receives the Royal Assent. 11 December 2024 Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act. (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act. 3 Schedules Legislation that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms. Schedule 1—Acquisitions Part 1—Amendments commencing day after Royal Assent Competition and Consumer Act 2010 1 After subsection 88(1) Insert: (1A) The application must be made on or before 30 June 2025 if any of the specified provisions is section 50. Part 2—Amendments commencing 1 July 2025 Division 1—Amendment of the Competition and Consumer Act 2010 Competition and Consumer Act 2010 2 Before Part 1 Insert: Chapter 1—Preliminary 3 At the end of subsection 2B(1) Add: ; (d) the acquisitions provisions. 4 Section 2BA (heading) Omit "Part IV", substitute "Parts IV and IVA". 5 Subsection 2BA(1) Omit "Part IV applies", substitute "Parts IV and IVA apply". 6 Subsection 4(1) Insert: acquisition determination, in respect of a notification of an acquisition, means: (a) a determination made under subsection 51ABZE(1) in respect of the notification; or (b) a determination made under subsection 51ABZW(1) in respect of a public benefit application relating to the notification. acquisitions provision means any of the following provisions: (a) a provision of Division 1A of Part IV; (b) a provision of Part IVA; (c) a provision of Division 1B of Part IX; (d) another provision of this Act, to the extent that it relates to a provision covered by paragraph (a), (b) or (c). acquisitions register means the register kept by the Commission under subsection 51ABZZH(1). business day: in Part IVA, business day has the meaning given by section 51ABK. Chapter 6 entity has the meaning given by subsection 51ABJ(1). determination period: (a) for a notification of an acquisition—has the meaning given by subsection 51ABZI(3); and (b) for a public benefit application—has the meaning given by subsection 51ABZZ(2). effective application date, of a public benefit application, has the meaning given by subsection 51ABZP(6), paragraph 51ABZR(1)(a), subsection 51ABZS(5) and paragraph 51ABZT(2)(a). effective notification date, of a notification of an acquisition, has the meaning given by subsection 51ABW(4), paragraph 51ABZ(1)(a), subsection 51ABZA(5) and subparagraph 51ABZB(2)(a)(i). finally considered, in relation to a notification of an acquisition, has the meaning given by subsection 51ABF(1). goodwill protection provision: a provision of a contract is a goodwill protection provision of the contract if: (a) the contract is for the sale of a business or of shares in the capital of a body corporate carrying on a business; and (b) the provision is solely for the protection of the purchaser in respect of the goodwill of the business. 7 Subsection 4(1) (paragraph (b) of the definition of merger authorisation) Before "Part IV", insert "Division 1 or 2 of". 8 Subsection 4(1) Insert: no longer subject to review, in relation to an acquisition determination, has the meaning given by subsection 51ABF(2). notice of competition concerns has the meaning given by subsection 51ABZK(1). notification, of an acquisition, means a notification of the acquisition that is made to the Commission in accordance with subsection 51ABX(1). Note: For the acquisitions to which subsection 51ABX(1) applies, see Subdivision B of Division 1 of Part IVA. notification waiver application has the meaning given by subsection 51ABU(5). notified acquisition has the meaning given by subsection 51ABW(2). Note: See also subsection 51ABZD(6). notifying party, of a notification of an acquisition, has the meaning given by subsection 51ABW(3). participant, in proceedings for review under Division 1B of Part IX, does not include the Commission. 9 Subsection 4(1) (definition of party) Repeal the definition, substitute: party: (a) to an acquisition—has the meaning given by subsections 51ABI(1) and (2); and (b) to a contract that is a covenant—includes a person bound by, or entitled to the benefit of, the covenant. 10 Subsection 4(1) Insert: phase 1 determination period, for a notification of an acquisition, has the meaning given by subsection 51ABZI(4). phase 2 determination period, for a notification of an acquisition, has the meaning given by subsection 51ABZI(5). principal party, to an acquisition, has the meaning given by paragraph 51ABI(1)(a) and subsection 51ABI(2). public benefit application has the meaning given by subsection 51ABZP(5). public benefit assessment has the meaning given by subsection 51ABZZA(1). purportedly puts into effect, in relation to an acquisition, has the meaning given by subsection 45AV(2). required to be notified, in relation to an acquisition, has the meaning given by sections 51ABO and 51ABS and subsections 51ABT(1) and 51ABV(6). stale, in relation to a notification of an acquisition, has the meaning given by section 51ABG. stayed, in relation to an acquisition, has the meaning given by section 51ABE and subsections 51ABZZM(2) and (3). subject to a condition: for when putting a notified acquisition into effect is subject to a condition, see section 51ABH. subject to phase 2 review has the meaning given by paragraph 51ABZJ(2)(a). takeover acquisition, in relation to a takeover bid, means: (a) an acquisition that results from the acceptance of an offer under the bid; or (b) an acquisition, by or on behalf of the bidder (within the meaning of the Corporations Act 2001), of securities in the bid class (within the meaning of that Act), that: (i) results from an on‑market transaction (within the meaning of that Act); and (ii) occurs during the bid period. takeover bid has the same meaning as in the Corporations Act 2001. target, of an acquisition, has the meaning given by subsection 51ABI(3). 11 Subsection 4A(5A) After "and VII", insert "and the acquisitions provisions". 12 After paragraph 5(1)(f) Insert: (fa) the acquisitions provisions; 13 Paragraph 6(2)(h) After "or 151AJ", insert ", in an acquisitions provision". 14 Subsection 6(2A) Before "Part IV", insert "Division 1 or 2 of". 15 Before subsection 6(2C) Insert: Cartel conduct 16 After subsection 6(2E) Insert: Acquisitions (2EA) In addition to the effect that this Act (other than Parts IIIA, VIIA and X) has as provided by another subsection of this section, this Act (other than Parts IIIA, VIIA and X) has, by force of this subsection, the effect it would have if: (a) any references in the acquisitions provisions to an acquisition were, by express provision, confined to an acquisition put into effect: (i) in the course of, or in relation to, trade or commerce between Australia and places outside Australia; or (ii) in the course of, or in relation to, trade or commerce among the States; or (iii) in the course of, or in relation to, trade or commerce within a Territory, between a State and a Territory or between 2 Territories; and (b) each reference in the acquisitions provisions (other than in paragraph 51ABC(2)(b)) to a corporation included a reference to a person not being a corporation. (2EB) Subsection (2EA) has effect in relation to a participating Territory as if the words "within a Territory," were omitted from subparagraph (2EA)(a)(iii). For this purpose, participating Territory means a Territory that is a participating Territory within the meaning of Part XIA but is not named in a notice in operation under section 150K. (2EC) In addition to the effect that this Act (other than Parts IIIA, VIIA and X) has as provided by another subsection of this section, this Act (other than Parts IIIA, VIIA and X) has, by force of this subsection, the effect it would have if: (a) any references in the acquisitions provisions to an acquisition were, by express provision, confined to an acquisition to the extent to which putting the acquisition into effect involves the use of, or relates to, a postal, telegraphic, telephonic or other like service within the meaning of paragraph 51(v) of the Constitution; and (b) each reference in the acquisitions provisions to a corporation (other than in paragraph 51ABC(2)(b)) included a reference to a person not being a corporation. (2ED) In addition to the effect that this Act (other than Parts IIIA, VIIA and X) has as provided by another subsection of this section, this Act (other than Parts IIIA, VIIA and X) has, by force of this subsection, the effect it would have if: (a) any references in the acquisitions provisions to an acquisition were, by express provision, confined to an acquisition to the extent to which the acquisition is put into effect in, or relates to, a Commonwealth place (within the meaning of the Commonwealth Places (Application of Laws) Act 1970); and (b) each reference in the acquisitions provisions (other than in paragraph 51ABC(2)(b)) to a corporation included a reference to a person not being a corporation. Payment surcharges 17 Before subsection 6(3) Insert: Certain provisions of Australian Consumer Law 18 Before subsection 6(5A) Insert: Offences relating to cartel conduct 19 Paragraph 29(1A)(a) After "IV,", insert "IVA,". 20 Section 37 Repeal the section, substitute: 37 Constitution of Tribunal for particular matters For the purpose of hearing and determining proceedings, the Tribunal must be constituted by a Division of the Tribunal consisting of: (a) in any case—a presidential member of the Tribunal and 2 members of the Tribunal who are not presidential members; or (b) if the proceedings are proceedings on a review under Division 1A of Part IX—a presidential member of the Tribunal. 21 Before Part IIIA Insert: Chapter 2—Access to services 22 Section 44ZZNA (heading) After "IV", insert ", IVA". 23 Section 44ZZNA After "IV", insert ", IVA". 24 Before Part IV Insert: Chapter 3—Restrictive trade practices 25 After section 45AM Insert: 45AMA Acquisition subject to notification (1) Sections 45AF and 45AJ do not apply in relation to the making of a contract that contains a cartel provision, in so far as the cartel provision 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. Note: A defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code and subsection (2) of this section). (2) A person who wishes to rely on subsection (1) in relation to a contravention of section 45AJ bears an evidential burden in relation to that matter. 26 At the end of section 45AT Add: (3) Sections 45AF, 45AG, 45AJ and 45AK do not apply in relation to a contract, arrangement or understanding containing a cartel provision, in so far as the cartel provision provides for an acquisition, if the acquisition is a notified acquisition. Note: A defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code and subsection (4) of this section). (4) A person who wishes to rely on subsection (3) in relation to a contravention of section 45AJ or 45AK bears an evidential burden in relation to that matter. 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. 28 At the end of subsection 45(7) Add "or a notified acquisition". 29 After subsection 45(8A) Insert: (8B) The making by a corporation of a contract is not a contravention of subsection (1) to the extent that the contract provides for an acquisition, if the contract is subject to a condition that the provision of the contract will not come into force unless and until the acquisition becomes a notified acquisition. (8C) Nothing in subsection (8B) prevents the giving effect by a corporation to such a provision of a contract from constituting a contravention of subsection (1). 30 After subsection 50(5A) Insert: Notified acquisitions (5B) This section does not apply to a notified acquisition. Definitions 31 Section 50A (at the end of the heading) Add "before 1 January 2026". 32 After subsection 50A(7) Insert: (7A) Subsection (1) does not apply to: (a) a notified acquisition; or (b) an acquisition that is put into effect on or after 1 January 2026. 33 Paragraph 51(1C)(b) Before "section 50 or 50A", insert "Division 1A or". 34 Paragraph 51(2)(e) After "the business", insert "and is not declared under subsection 51ABZG(1)". 35 After Part IV Insert: Part IVA—Notification of acquisitions Division 1—Preliminary Subdivision A—Simplified outline 51ABA Simplified outline of this Part Certain acquisitions, including acquisitions of shares in the capital of a body corporate or of any assets of a person, are required to be notified to the Commission before they are put into effect if they are determined under Division 2. Division 3 provides for persons to notify proposed acquisitions to the Commission (including acquisitions that are not required to be notified). The Commission may determine that a notified acquisition may be put into effect if the Commission is satisfied it would not substantially lessen competition (Division 4). If the Commission does not make such a determination, the notifying parties may ask the Commission to determine that the proposed acquisition would be of public benefit (Division 5). Note: For the consequences of failing to notify the Commission of an acquisition, or for putting into effect an acquisition that the Commission has neither determined may be put into effect nor determined would be of public benefit, see Division 1A of Part IV. Subdivision B—Acquisitions to which acquisitions provisions apply 51ABB Acquisitions to which acquisitions provisions apply (1) Subject to section 51ABD, the acquisitions provisions apply to the following acquisitions: (a) an acquisition by a corporation of shares in the capital of a body corporate; (b) an acquisition by a corporation of any assets of a person; (c) an acquisition by a corporation of anything determined under paragraph (2)(a) of this section; (d) an acquisition of shares in the capital of a corporation; (e) an acquisition of any assets of a corporation; (f) an acquisition of anything, relating to a corporation, determined under paragraph (2)(a). (2) The Minister may, by legislative instrument, determine: (a) a thing for the purposes of paragraphs (1)(c) and (f); or (b) a person or entity, in relation to an acquisition to which paragraph (1)(c) or (f) of this section applies, for the purposes of paragraph 51ABI(3)(c). 51ABC Acquisition of units in unit trusts and interests in managed investment schemes (1) The acquisitions provisions apply to the acquisition of units in a unit trust: (a) as if: (i) the trust were a body corporate; and (ii) units in the trust were shares in the capital of the body corporate; and (b) with such other modifications as are determined under paragraph (3)(a) for the purposes of this paragraph in relation to the trust. Note: For when a reference to a corporation includes a reference to the unit trust, see paragraph 51ABZZK(2)(c) or (3)(c). (2) The acquisitions provisions apply to the acquisition of an interest in a managed investment scheme (within the meaning of the Corporations Act 2001): (a) as if: (i) the scheme were a body corporate; and (ii) interests in the scheme were shares in the capital of the body corporate; and (b) as if the body corporate were a corporation if the following person is a corporation: (i) if the scheme is a registered scheme (within the meaning of that Act)—the scheme's responsible entity (within the meaning of that Act); (ii) if the scheme is not a registered scheme—the holder of the office (by whatever name it is known) in relation to the scheme that corresponds most closely to the office of responsible entity of a registered scheme; and (c) with such other modifications as are determined under paragraph (3)(b) for the purposes of this paragraph in relation to the scheme. (3) The Minister may, by legislative instrument, determine: (a) modifications of the acquisitions provisions for the purposes of paragraph (1)(b) in relation to a unit trust; or (b) modifications of the acquisitions provisions for the purposes of paragraph (2)(c) in relation to a managed investment scheme. 51ABD Internal restructures and reorganisations (1) The acquisitions provisions do not apply to an acquisition that is, or is part of, a restructure or reorganisation of a group of persons who are related: (a) in the ways referred to in section 4A (related bodies corporate); or (b) by means of trust or partnership. (2) Paragraph (1)(a) applies as if: (a) the Commonwealth, a State or a Territory were a body corporate; and (b) each authority of the Commonwealth, a State or a Territory were a subsidiary of the Commonwealth, the State or the Territory. (3) However, for the purposes of paragraph (1)(a), subsection (2) does not affect when an authority of the Commonwealth, a State or a Territory is related to another authority of the Commonwealth, the State or the Territory. Subdivision C—Definitions relating to acquisitions and notifications 51ABE When acquisitions are stayed (1) An acquisition to which any of the following subsections applies is stayed. (2) This subsection applies to an acquisition that: (a) is required to be notified; but (b) is not a notified acquisition. Note: For when an acquisition is required to be notified, see Division 2. (3) This subsection applies to a notified acquisition if the most recent notification of the acquisition has not been finally considered. Note: For when a notification has been finally considered, see section 51ABF. (4) This subsection applies to a notified acquisition if: (a) the most recent determination under subsection 51ABZE(1) in respect of a notification of the acquisition is a determination that the acquisition must not be put into effect; and (b) since making that determination, the Commission has not made a determination under paragraph 51ABZW(1)(a) in respect of the notification. (5) This subsection applies to a notified acquisition if the most recent notification of the acquisition is stale. Note: For when a notification is stale, see section 51ABG. 51ABF When notifications have been finally considered (1) A notification of an acquisition has been finally considered if: (a) the Commission has made a determination under subsection 51ABZE(1) in respect of the notification; and (b) the determination made under subsection 51ABZE(1) is no longer subject to review; and (c) if the determination made under subsection 51ABZE(1) includes conditions, or is a determination that the acquisition must not be put into effect: (i) in the case of a determination that includes conditions—a public benefit application in relation to the notification has not been made; or (ii) in the case of a determination that the acquisition must not be put into effect—a public benefit application in relation to the notification has not been made, and the period during which such an application could be made has ended; or (iii) in any case—a public benefit application in relation to the notification has been made, and the Commission has decided under section 51ABZV to cease considering the application; or (iv) in any case—a public benefit application in relation to the notification has been made, the Commission has made a determination under subsection 51ABZW(1) in respect of the application, and the determination made under subsection 51ABZW(1) is no longer subject to review. Note: A notification has not been finally considered if: (a) it does not have an effective notification date; or (b) the Commission has decided to cease considering the notification under section 51ABZD. (2) An acquisition determination is no longer subject to review if: (a) both: (i) an application has not been made under subsection 100C(1) for review of the determination; and (ii) the period during which such an application could be made has ended; or (b) an application has been made under subsection 100C(1) for review of the determination, and: (i) the application has been withdrawn under subsection 100E(1) and the period during which a participant may apply for reinstatement of the application under subsection 100E(2) has ended without an application for reinstatement being made; or (ii) the Tribunal has dismissed the application; or (iii) the Tribunal has made a determination on the review under paragraph 100N(1)(a). 51ABG When notifications become stale A notification of an acquisition becomes stale 12 months after the time (if any) at which the Commission: (a) unless paragraph (b) of this section applies—makes a determination under paragraph 51ABZE(1)(a) in respect of the notification; or (b) if the Commission makes a determination under paragraph 51ABZW(1)(a) in respect of a public benefit application that relates to the notification—makes that determination. 51ABH When notified acquisitions are subject to conditions Putting a notified acquisition into effect is subject to a condition if: (a) both: (i) the most recent determination in respect of a notification of the acquisition under subsection 51ABZE(1) includes that condition; and (ii) since making that determination, the Commission has not made a determination under paragraph 51ABZW(1)(a) in respect of the notification; or (b) both: (i) the most recent determination in respect of a notification of the acquisition under subsection 51ABZW(1) includes that condition; and (ii) since making that determination, the Commission has not made a determination under subsection 51ABZE(1) in respect of a notification of the acquisition. 51ABI Parties to acquisitions (1) Each of the following is a party to an acquisition of shares in the capital of a body corporate, any assets of a person or a thing determined under subsection 51ABB(2): (a) the person (a principal party to the acquisition) who acquires the shares, assets or determined thing; (b) without limiting paragraph (a)—a person that is a party to a contract, arrangement or understanding pursuant to which the acquisition takes place. (2) To avoid doubt, a reference to a party or principal party to an acquisition that has not been put into effect is a reference to a person that would be a party or principal party to the acquisition if the acquisition were put into effect. (3) The target: (a) of an acquisition of shares in the capital of a body corporate—is the body corporate; and (b) of an acquisition of any assets of a person—is the person; and (c) of an acquisition to which subparagraph 51ABB(1)(c) or (f) applies—is the person or entity determined under paragraph 51ABB(2)(b) for the purposes of this paragraph in relation to the acquisition. Subdivision D—Other definitions 51ABJ Meaning of Chapter 6 entity (1) A Chapter 6 entity is: (a) a listed company (within the meaning of the Corporations Act 2001); or (b) an unlisted company with more than 50 members (within the meaning of that Act); or (c) a listed registered scheme (within the meaning of that Act). (2) In determining whether a company has more than 50 members for the purposes of paragraph (1)(b), count joint holders of a particular parcel of shares as 1 person. (3) A reference in sections 603, 604 and 605A of the Corporations Act 2001 to Chapter 6 of that Act is taken to include a reference to: (a) subsections (1) and (2) of this section; and (b) Subdivision B of Division 2 of this Part; and (c) Subdivision D of Division 6 of this Part. 51ABK Meaning of business day For the purposes of this Part, a business day is a day that is not: (a) a Saturday; or (b) a Sunday; or (c) a public holiday in the Australian Capital Territory; or (d) a day occurring between: (i) 23 December in any year; and (ii) the following 10 January. Subdivision E—Other provisions 51ABL Conditional contracts, arrangements and understandings For the purposes of the acquisitions provisions, if: (a) a person enters into a contract, arrangement or understanding pursuant to which the person will acquire: (i) shares in the capital of a body corporate; or (ii) any assets of another person; or (iii) a thing determined under paragraph 51ABB(2)(a); and (b) the provisions of the contract, arrangement or understanding pursuant to which the acquisition is to take place do not become binding on the person until one or more conditions are met; the person does not acquire shares, assets or a determined thing under the provisions unless and until the provisions become binding. 51ABM Changes in joint ownership (1) This section applies to joint holders of a particular parcel of shares in the capital of a body corporate. (2) For the purposes of the acquisitions provisions, one of those persons is taken to acquire those shares if the person begins to hold the shares alone. 51ABN Acquisition of assets (1) The acquisitions provisions apply in relation to any of the following that is not an asset in the same way as they apply in relation to an asset: (a) any kind of property; (b) a legal or equitable right that is not property; (c) without limiting paragraphs (a) and (b): (i) part of, or an interest in, an asset referred to in paragraph (a) or (b); or (ii) goodwill or an interest in it; or (iii) an interest in an asset of a partnership; or (iv) an interest in a partnership that is not covered by subparagraph (iii). (2) For the purposes of the acquisitions provisions, the reference in paragraph 4(4)(b) to an acquisition of an asset in the ordinary course of business is taken not to apply if the asset is: (a) land, or an interest in land; or (b) a patent, or an interest in a patent. Division 2—Acquisitions that are required to be notified Subdivision A—Acquisitions that are required to be notified 51ABO When acquisitions are required to be notified Subject to Subdivisions B and C, an acquisition is required to be notified if it: (a) occurs in circumstances determined under subsection 51ABP(1) for the purposes of this paragraph in relation to the acquisition; or (b) is in a class of acquisitions determined under subsection 51ABQ(1) for the purposes of this paragraph. Note 1: An acquisition is required to be notified only if it is an acquisition to which this Division applies. For the acquisitions to which this Division applies, see Subdivision B of Division 1. Note 2: See also subsection 51ABS(5). 51ABP Notification thresholds (1) The Minister may, by legislative instrument, determine circumstances for the purposes of paragraph 51ABO(a) in relation to an acquisition. (2) The circumstances must be determined wholly or partly by reference to the acquisition meeting a specified threshold. (3) Without limiting subsection (2) of this section, the specified threshold may be a threshold relating to: (a) the value of an acquisition or of a contract, arrangement or understanding; or (b) the turnover of a person, a business or part of a business; or (c) the level of concentration in a market; or (d) any assets of a person. (4) To avoid doubt, an instrument made under subsection (1) does not affect the meaning of substantially lessening competition. 51ABQ Classes of acquisitions (1) The Minister may, by legislative instrument, determine a class of acquisitions for the purposes of paragraph 51ABO(b). (2) Without limiting subsection (1) of this section, the Minister may determine a class of acquisitions under that subsection wholly or partly by reference to: (a) a party, or a class of parties, to an acquisition or to a contract, arrangement or understanding; or (b) an asset or a class of assets; or (c) a business or a class of businesses; or (d) a market or a class of markets; or (e) an industry or a class of industries; or (f) another acquisition, or a class of acquisitions. (3) In making an instrument under subsection (1), the Minister must consider all of the following: (a) the likely effect of making the instrument on: (i) the interests of consumers; and (ii) promoting competition; and (iii) the public interest; (b) the likely regulatory impact of requiring the class of acquisitions to which the determination relates to be notified; (c) any other matters the Minister considers relevant. (4) In making an instrument under subsection (1) of this section, the Minister may consider any reports or advice of the Commission (including any reports given under subparagraph 51ABR(2)(a)(ii)). Note: For consultation requirements, see section 17 of the Legislation Act 2003. (5) An instrument made under subsection (1) must not be expressed to commence earlier than the 30th day after the instrument is registered under the Legislation Act 2003. (6) This subsection repeals an instrument made under subsection (1) on the fifth anniversary of the registration of the instrument under the Legislation Act 2003, unless the instrument is repealed earlier. (7) To avoid doubt, an instrument made under subsection (1) does not affect the meaning of substantially lessening competition. 51ABR Classes of acquisitions—Commission reports (1) Before making an instrument under subsection 51ABQ(1), the Minister may ask the Commission to analyse the matters in paragraphs 51ABQ(3)(a) to (c) in relation to the instrument. (2) If the Minister does so: (a) the Commission must: (i) analyse the matters; and (ii) give to the Minister a written report of its analysis; and (b) the Minister must cause the report to be published on the Department's website; and (c) the Minister must not make the instrument earlier than 60 days after the report is published. (3) This section does not limit: (a) subsection 51ABQ(4) of this Act; or (b) section 17 of the Legislation Act 2003 (consultation requirements). Subdivision B—Provisions relating to particular kinds of acquisitions 51ABS Acquisitions that do not result in control (1) Subject to subsection (5), an acquisition by a person of shares in the capital of a body corporate is not required to be notified if: (a) immediately after the acquisition is put into effect, the person does not control (within the meaning of section 50AA of the Corporations Act 2001) the body corporate; or (b) the person controlled the body corporate immediately before the acquisition was put into effect. (2) For the purposes of subsection (1) of this section: (a) despite subsection 50AA(3) of the Corporations Act 2001, the person is taken to control the body corporate if the first person and one or more associates (within the meaning of Chapter 6 of that Act) jointly have the capacity referred to in subsection 50AA(3) of that Act in relation to the body corporate; and (b) disregard subsection 50AA(4) of that Act if the person is a special purpose vehicle; and (c) disregard paragraph 50AA(4)(b) of that Act to the extent it applies to a legal obligation the person has as a subsidiary of someone that is a body corporate. (3) For the purposes of subsection (1) of this section, disregard the effects of a scheme if it would be reasonable to conclude that the purpose of the person, or one of the persons, who enters into or carries out the scheme or any part of the scheme is to enable that subsection to apply to an acquisition. Note: See section 4F (references to purpose). (4) For the purposes of subsection (3), a scheme is: (a) any agreement, arrangement, understanding, promise or undertaking, whether express or implied; or (b) any scheme, plan, proposal, action, course of action or course of conduct, whether unilateral or otherwise; or (c) any combination of 2 or more things that are schemes because of paragraph (a) or (b) of this subsection. Ministerial determinations (5) Despite subsection (1), an acquisition of shares in the capital of a body corporate is required to be notified if: (a) paragraph (1)(a) or (b) applies to the acquisition; and (b) the acquisition is in a class of acquisitions determined under subsection (6). (6) For the purposes of paragraph (5)(b), the Minister may, by legislative instrument, determine a class of acquisitions of shares in the capital of bodies corporate. (7) Without limiting subsection (6), the Minister may determine a class of acquisitions under that subsection wholly or partly by reference to: (a) the size of an interest in a body corporate; or (b) the nature of a person's control of a body corporate. 51ABT Acquisitions of shares in the capital of Chapter 6 entities (1) An acquisition of shares in the capital of a body corporate is not required to be notified if: (a) the body corporate is a Chapter 6 entity; and (b) the acquisition does not result in someone's voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing: (i) from 20% or below to more than 20%; or (ii) from a starting point that is above 20% and below 100%. (2) For the purposes of paragraph (1)(b), if: (a) a person enters into a contract, arrangement or understanding pursuant to which the person will acquire shares in the capital of a Chapter 6 entity; and (b) the provisions of the contract, arrangement or understanding pursuant to which the acquisition is to take place do not become binding on the person until one or more conditions are met; then, in working out someone's voting power, treat the person as not acquiring a relevant interest (within the meaning of the Corporations Act 2001) in the shares under the provisions unless and until the provisions become binding. Subdivision C—Waivers 51ABU Notification waiver applications (1) A person may apply to the Commission for a determination that an acquisition is not required to be notified. (2) The application must be made in accordance with any requirements determined under subsection (3). (3) For the purposes of subsection (2), the Minister may, by legislative instrument, determine requirements for making a notification waiver application. (4) Without limiting subsection (3), the requirements may include the payment of a fee. (5) If the application is made in accordance with subsection (2), it is a notification waiver application in relation to the acquisition. 51ABV Waivers (1) If a notification waiver application in relation to an acquisition is made, the Commission may, in writing, determine: (a) that the acquisition is not required to be notified; or (b) not to make the determination applied for. (2) In making a determination under subsection (1), the Commission must: (a) comply with any requirements determined under subsection (3); and (b) subject to paragraph (a) of this subsection, have regard to: (i) the object of this Act; and (ii) the interests of consumers; and (iii) if circumstances are determined under subsection 51ABP(1)—the likelihood that, if the acquisition were put into effect, those circumstances would apply; and (iv) the likelihood that the acquisition would, if put into effect, have the effect mentioned in paragraph 51ABZE(2)(c). (3) The Minister may, by legislative instrument, determine requirements for the purposes of paragraph (2)(a) of this section. (4) Without limiting subsection (3), an instrument made under that subsection may: (a) determine a requirement that, in specified circumstances, the Commission must not make the determination applied for; or (b) provide for review by the Tribunal of decisions made under subsection (1). (5) The Commission must give: (a) written notice of the determination under subsection (1); and (b) a written explanation of why it made the determination; to the applicant. (6) If the Commission makes a determination under paragraph (1)(a) in respect of the application, the acquisition is not required to be notified. Division 3—Notification of acquisitions Subdivision A—Notification of acquisitions 51ABW Notifications of acquisitions (1) This section applies if the Commission is notified, in accordance with subsection 51ABX(1), of a proposed acquisition (whether or not the acquisition is required to be notified, and whether or not a previous notification of the acquisition has been made). Note: For the acquisitions to which this section applies, see Subdivision B of Division 1. (2) The acquisition is a notified acquisition. (3) The principal party that makes the notification, or each of the principal parties that jointly make the notification, is a notifying party of the notification. (4) Subject to paragraph 51ABZ(1)(a), subsection 51ABZA(5) and subparagraph 51ABZB(2)(a)(i), the effective notification date of the notification is the day the notification is made. (5) The Commission must give the notifying party, or at least one of the notifying parties, written notice: (a) that the Commission has received the notification; and (b) of the effective notification date. 51ABX Requirements for notifications (1) A notification of a proposed acquisition is made in accordance with this subsection if: (a) the notification is made in writing; and (b) the notification is accompanied by the fee (if any) determined under subsection (2) for the purposes of this paragraph in relation to the notification; and (c) the notification is made by: (i) if there is only one principal party to the acquisition—the principal party; or (ii) otherwise—all of the principal parties jointly; and (d) any of the following subparagraphs apply when the notification is made: (i) the acquisition is to take place pursuant to a contract, arrangement or understanding that has been entered into; (ii) the proposed contract, arrangement or understanding pursuant to which the acquisition is to take place has not been entered into, but all of the proposed parties to the contract, arrangement or understanding pursuant intend to enter into it; (iii) the acquisition is to be a takeover acquisition in relation to a takeover bid and subsection (4) applies; (iv) the acquisition is to take place pursuant to a proposed arrangement between a Part 5.1 body and its creditors or any class of them, or between a Part 5.1 body and its members or any class of them, under Part 5.1 of the Corporations Act 2001, and the arrangement has been publicly proposed by the Part 5.1 body. (2) The Minister may, by legislative instrument, determine a fee for the purposes of paragraph (1)(b) in relation to the notification. (3) To avoid doubt, the notification is taken not to be made before the fee (if any) required by paragraph (1)(b) is paid. (4) For the purposes of subparagraph (1)(d)(iii), this subsection applies if: (a) the bid has been publicly proposed; or (b) the bid has been made; or (c) the proposed principal party, or all of the proposed principal parties, to the acquisition, intend: (i) that the bid will be a bid to which paragraphs (c) and (d) of item 2 of the table in section 611 of the Corporations Act 2001 will apply; and (ii) to make a request under paragraph 51ABZZL(1)(d) of this Act in relation to the acquisition. Notifications may cover multiple acquisitions (5) If a proposal to put an acquisition into effect includes a proposal to put another acquisition into effect: (a) the proposed acquisitions may be notified in a single notification; and (b) the acquisitions provisions apply in relation to such a notification as if: (i) those acquisitions together constituted a single acquisition; and (ii) each party to those acquisitions were a party to that single acquisition; and (iii) each principal party to those acquisitions were a principal party to that single acquisition. Multiple notifying parties (6) If there is more than one notifying party of a notification of an acquisition: (a) a reference in this Part (other than this Subdivision) to giving a notice to the notifying party of the notification of the acquisition is taken to be a reference to giving a notice to any of those notifying parties; and (b) a reference in this Part (other than this Subdivision) to the notifying party of the notification of the acquisition doing a thing (such as giving additional information or documents or making a request or application) is taken to be a reference to all of those notifying parties doing that thing jointly. Subdivision B—Powers of the Commission in response to incomplete and misleading notifications and changes of fact 51ABY Notifications that are materially incomplete or misleading (1) The Commission may decide, in writing, that a notification of an acquisition should be taken not to have an effective notification date, if: (a) the notification is not subject to phase 2 review; and (b) the Commission has not made a determination in respect of the notification under subsection 51ABZE(1); and (c) the Commission is satisfied that subsection (2) of this section applies to the notification. (2) This subsection applies to the notification if it: (a) is materially incomplete; or (b) is materially misleading; or (c) contains information that is false in a material particular. (3) The decision must be made within a reasonable period after the Commission begins to be satisfied that subsection (2) applies to the notification. (4) In considering whether subsection (2) applies to the notification, the Commission may have regard to: (a) the extent to which the notification is in the form determined under paragraph (5)(a) for the purposes of this paragraph in relation to the notification; or (b) the extent to which the notification includes, or is accompanied by, any information or document determined under paragraph (5)(b) for the purposes of this paragraph in relation to the notification; or (c) any additional information or documents given to the Commission as mentioned in section 51ABZA in response to any previous determination under subsection (1) of this section in relation to the notification; or (d) any change of fact: (i) of which the Commission becomes aware after the notification is made; and (ii) that is material to the Commission making a determination under Division 4 in respect of the notification. (5) The Minister may, in writing, determine: (a) a form for the purposes of paragraph (4)(a) in relation to the notification; or (b) information or documents for the purposes of paragraph (4)(b) in relation to the notification. (6) A determination under subsection (5) may require the notification to specify any goodwill protection provisions of the contract pursuant to which the acquisition would take place. (7) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the instrument. (8) To avoid doubt, subsection (2) can apply to the notification after the notification is made (for example, because of a change of fact) even if subsection (2) did not apply to the notification when the notification was made. 51ABZ Notifications that are materially incomplete or misleading—consequences of Commission's decisions (1) If the Commission makes a decision under subsection 51ABY(1) in relation to a notification of an acquisition: (a) the notification is taken never to have had an effective notification date; and (b) the Commission must give to the notifying party of the notification of the acquisition written notice of: (i) the decision; and (ii) the grounds on which the Commission is satisfied that subsection 51ABY(2) applies to the notification. Note: For review of the decision, see section 51ABZZG. (2) The Commission must not make a determination under subsection 51ABZE(1) in respect of the notification if, because of a decision made under subsection 51ABY(1), the notification does not have an effective notification date. 51ABZA Notifications that are incomplete or misleading—providing additional information and documents (1) This section applies in relation to a notification of an acquisition if: (a) because of a decision made under subsection 51ABY(1), the notification does not have an effective notification date; and (b) the notifying party of the notification gives the Commission additional information or documents in response to the decision. (2) The additional information or documents are given in accordance with this subsection if: (a) in the case of information—the information is given in writing; and (b) the information or documents are accompanied by the fee (if any) determined under subsection (3) for the purposes of this paragraph in relation to the information or documents and the notification of the acquisition. (3) The Minister may, by legislative instrument, determine a fee for the purposes of paragraph (2)(b) in relation to the information or documents and the notification. (4) To avoid doubt, the additional information or documents are taken not to be given before the fee (if any) required by paragraph (2)(b) is paid. (5) The effective notification date of the notification of the acquisition is the day the additional information or documents are given. (6) The Commission must give the notifying party written notice of the effective notification date. 51ABZB Material changes of fact (1) This section applies in relation to a notification of an acquisition if: (a) the Commission has not made a determination in respect of the notification under subsection 51ABZE(1); and (b) the Commission becomes aware of a change of fact. (2) If the Commission is satisfied that the change of fact is material to the Commission making a determination under subsection 51ABZE(1) in respect of the notification, the Commission may, in writing: (a) if the notification is not subject to phase 2 review: (i) decide that the effective notification date of the notification is the date on which the Commission becomes aware of the change of fact; or (ii) decide that the phase 1 determination period for the notification is extended by the period mentioned in subsection (3); or (b) if the notification is subject to phase 2 review—decide that the phase 2 determination period for the notification is extended by the period mentioned in subsection (3). (3) For the purposes of subparagraph (2)(a)(ii) or paragraph (2)(b), the extension is for the period: (a) starting on the day the Commission makes the decision under that subparagraph or paragraph; and (b) including: (i) each day on which the notifying party of the notification has not given to the Commission information or documents in response to the decision in accordance with subsection 51ABZC(2); and (ii) the day (if any) on which the notifying party gives to the Commission information or documents in response to the decision in accordance with that subsection. (4) A decision under subsection (2) must be made within a reasonable period after the Commission becomes aware of the change of fact. (5) If the Commission makes a decision under subsection (2), the Commission must give written notice of the decision to the notifying party of the notification. Note: For review of the decision, see section 51ABZZG. (6) If the Commission extends the phase 1 determination period for the notification under subparagraph (2)(a)(ii) of this section, the period mentioned in paragraph 51ABZZE(3)(a) in relation to making a determination under subsection 51ABZE(1) in respect of the notification is extended by the same number of days. (7) If the Commission extends the phase 2 determination period for the notification under paragraph (2)(b) of this section, the following paragraphs apply in relation to making a determination under subsection 51ABZE(1) in respect of the notification: (a) the 25 business days mentioned in section 51ABZK is increased by the number of days of the extension; (b) the period mentioned in paragraph 51ABZZE(3)(b) is extended by the same number of days. 51ABZC Material changes of fact—providing additional information and documents (1) This section applies in relation to a notification of an acquisition if: (a) the Commission has made a decision under subparagraph 51ABZB(2)(a)(ii) or paragraph 51ABZB(2)(b) in relation to the notification because of a material change of fact; and (b) the notifying party of the notification gives the Commission information or documents in response to the decision. (2) The information or documents are given in accordance with this subsection if: (a) in the case of information—the information is given in writing; and (b) the information or documents are accompanied by the fee (if any) determined under subsection (3) for the purposes of this paragraph in relation to the information or documents and the notification of the acquisition. (3) The Minister may, by legislative instrument, determine a fee for the purposes of paragraph (2)(b) in relation to the information or documents and the notification. (4) To avoid doubt, the information or documents are taken not to be given before the fee (if any) required by paragraph (2)(b) is paid. Subdivision C—When Commission may cease considering notifications 51ABZD When Commission may cease considering notifications (1) This section applies to a notification of an acquisition if the Commission has not made a determination in respect of the notification under subsection 51ABZE(1). (2) The Commission must decide, in writing, to cease considering the notification if requested to do so, in writing, by the notifying party of the notification. (3) The Commission may also decide to cease considering the notification if the Commission is satisfied that the parties to the acquisition no longer intend to put the acquisition into effect. (4) Subsections (2) and (3) do not limit each other. (5) If the Commission decides under subsection (2) or (3) to cease considering the notification: (a) the Commission must give written notice of the decision to the notifying party of the notification; and (b) Subdivision B of this Division, and Division 4, do not apply to the notification. Note: An effect of the decision is that the acquisition must not be put into effect (see section 45AY, subsection 51ABE(3) and section 51ABF). (6) To avoid doubt, a decision under subsection (2) or (3) of this section does not have the effect that the acquisition ceases to be a notified acquisition. Division 4—Commission consideration of acquisitions: substantial lessening of competition Subdivision A—Commission consideration of acquisitions 51ABZE Commission consideration of acquisitions (1) If the Commission is notified of a proposed acquisition in accordance with subsection 51ABX(1), the Commission may, in writing, determine: (a) that the acquisition may be put into effect; or (b) that the acquisition must not be put into effect. Note: The determination may include: (a) conditions (see section 51ABZF); or (b) declarations relating to goodwill protection provisions (see section 51ABZG). (2) The Commission must not determine that the acquisition must not be put into effect unless: (a) the notification is subject to phase 2 review; and (b) the Commission has given a notice of competition concerns in relation to the notification in accordance with section 51ABZK; and (c) the Commission is satisfied that the acquisition, if put into effect, would, in all the circumstances, have the effect, or be likely to have the effect, of substantially lessening competition in any market. (3) In considering whether to determine that the acquisition may be put into effect or must not be put into effect, the Commission must have regard to: (a) the object of this Act; and (b) all relevant matters, including the interests of consumers. (4) The Commission must give: (a) written notice of the determination under subsection (1); and (b) a written statement of the Commission's reasons for making the determination; to the notifying party of the notification of the acquisition. Note 1: If the Commission determines that the acquisition must not be put into effect, the notifying party may apply to the Commission under Division 5 for a determination that the acquisition would be of public benefit. Note 2: For review of a determination made under subsection (1), see Division 1B of Part IX. (5) For the purposes of this Act (other than this Division, Subdivision B of Division 6 and paragraph 51ABZZM(2)(a)), the determination is taken to be made when the Commission includes a copy of it on the acquisitions register. 51ABZF Conditions (1) A determination made under paragraph 51ABZE(1)(a) in respect of a notification of an acquisition may include conditions. Example: A condition that a specified person must give an undertaking to the Commission for the purposes of section 87B and comply with the undertaking. Note: If the determination includes conditions, the notifying party of the notification may apply to the Commission under Division 5 for a determination that the acquisition would be of public benefit. (2) The Commission must not include conditions in the determination unless the Commission is satisfied that, disregarding any conditions the Commission could include, the acquisition, if put into effect, could, in all the circumstances, have the effect of substantially lessening competition in any market. (3) In considering whether to include conditions in the determination, the Commission: (a) must have regard to all relevant matters; and (b) may have regard to: (i) the effect on the interests of consumers that compliance with the conditions would have, or be likely to have; or (ii) without limiting subparagraph (i) of this paragraph—any consumer benefits that would result, or be likely to result from compliance with the conditions. (4) To avoid doubt, a reference in this Act to a determination made under paragraph 51ABZE(1)(a) includes a reference to any conditions included in it. 51ABZG Goodwill protection provisions (1) The Commission may declare, in a determination made under subsection 51ABZE(1) in respect of a notification of an acquisition, that paragraph 51(2)(e) does not apply to a goodwill protection provision of the contract pursuant to which the acquisition is to take place. (2) The Commission must not include a declaration under subsection (1) of this section in relation to a provision of the contract unless the Commission is satisfied that the provision is not necessary for the protection of the purchaser in respect of the goodwill of the business. (3) To avoid doubt, if the Commission does not include a declaration under subsection (1) in relation to a provision of the contract, the fact that the Commission does not include that declaration does not: (a) affect the application of any other provision of this Act in relation to the provision; or (b) limit the powers of the Commission or a court in relation to the provision of the contract, including the ability of the Commission to recognise or claim that paragraph 51(2)(e) does not apply to the provision. (4) To avoid doubt, a reference in this Act to a determination made under subsection 51ABZE(1) includes a reference to any declarations included in it under subsection (1) of this section. Subdivision B—Substantial lessening of competition 51ABZH Substantial lessening of competition (1) This section applies to the Commission considering, for the purposes of this Part, whether an acquisition, if put into effect, would or could, in all the circumstances, have the effect, or be likely to have the effect, of substantially lessening competition in any market. Note: For lessening of competition, see section 4G. (2) The Commission must have regard to all relevant matters. (3) Without limiting subsection (2), the Commission may have regard to any of the following matters: (a) the contract, arrangement or understanding, or proposed contract, arrangement or understanding, pursuant to which the acquisition is to take place; (b) the commercial relationships of the parties to the acquisition (and, if any of the parties is a body corporate, of a body corporate that is related to that party). (4) For the purposes of this Part, the acquisition may have the effect or be likely to have the