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this Act receives the Royal Assent. 11 December 2024 Note: This table relates only to the provisions of this Act as originally enacted.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. Subdivi