Category: 3. Business

New items have been added to the on-board menu of NSW TrainLink’s long distance train services in time for summer’s peak travel season.

Some of the most popular new items are rice paper rolls, granola yoghurt and specialty flavoured pies such as beef, cheese and bacon and chicken and mushroom.

Other recent additions are a snack pot – carrot and celery with hummus – salad bowls, a chicken and avocado panini, and an Italian club baguette.

There are also some new additions that were introduced in winter and have stayed on the menu for summer, such as butter chicken and rice.

NSW TrainLink regularly reviews its menu and changes it seasonally to keep it fresh and appealing, while retaining popular favourites on its existing menu. 

The menu develops as a result of trends, customer feedback and advice from NSW TrainLink staff about what passengers like and what types of foods and snacks work well on long rail journeys.

Menu items are served daily on the buffet cars of the XPTs and XPLORERS which travel to Brisbane, Melbourne, Canberra, Casino, Moree, Armidale, Griffith and Dubbo.

As part of a recent menu refresh, some hot meals are now served in segmented containers so that components like rice and meat are in separate compartments, helping to preserve texture and flavour when heated. 

Where possible, NSW TrainLink uses food sourced from regional areas and the current menu includes pies and sausage rolls from a bakery in the state’s central west.

NSW TrainLink will continue to cater for dietary needs including offering gluten free, halal, and vegetarian menu options.

Chief Executive Roger Weeks said NSW TrainLink is continually looking at ways to improve customers’ experience of long-distance train travel.

“We have listened to our passengers about what food options they’d prefer and we hope they love the modern, fresh additions such as healthy snacks and substantial meals while retaining old favourites like pies,” Mr Weeks said.

“So far, the feedback from our passengers about the refreshed menu has been positive.

“In line with our commitment as an affordable public transport provider, our menu is also budget friendly, with all items priced under $20 and best sellers like Devonshire tea, complete with two scones and jam and cream, for $8.50.

“Coming into our peak travel season of Christmas and the summer holiday period, we look forward to helping people sit back and enjoy the journey, perhaps enjoying a bite or a drink while we take care of the driving.”

Federal Reserve’s new policy statement signals a more permissive stance towards state member bank crypto activities

The Federal Reserve rescinded its 2023 policy statement (covered in our client update), which among other things set forth a presumption against the safety and soundness of certain crypto asset activities that it described as “novel and unprecedented.” The Federal Reserve has replaced the 2023 policy statement with a new policy statement that signals a more innovation-friendly approach, especially with respect to activities conducted by uninsured state member banks.

Section 9(13) of the Federal Reserve Act (FRA) authorizes the Federal Reserve to limit the activities as principal of state banks that are members of the Federal Reserve System in a manner consistent with section 24 of the Federal Deposit Insurance Act (FDIA), which in turn generally limits the activities as principal of state banks insured by the FDIC to the same activities as principal permitted for national banks unless specially authorized by the FDIC. In its 2023 policy statement interpreting this authority, the Federal Reserve stated its strong presumption that requests from both insured and uninsured state member banks to engage in novel and unprecedented activities that have not been previously deemed permissible for insured state banks or national banks would be denied. The 2023 policy statement singled out certain crypto activities—holding crypto-assets as principal and issuing crypto tokens (other than “dollar tokens”)—as of particular concern and presumptively impermissible.

Citing an “evolving understanding of the crypto-asset sector” and a desire to facilitate innovation, the Federal Reserve has rescinded the 2023 policy statement and replaced it with a new policy statement. The rescission occurs against the backdrop of the Federal Reserve’s (and FDIC and OCC’s) repeal of other 2022 and 2023 statements and guidance that took a skeptical view of crypto activities.

Key highlights of the replacement policy statement are as follows:

• The 2025 policy statement incorporates the principle of “different activity, different risks, different regulation” and a commitment to facilitating innovation. Governor Michael S. Barr dissented from the recission of the policy statement because of its embrace of this principle; he characterized the principle as new and likely to encourage regulatory arbitrage.
• The 2025 policy statement removes from the record the discussion in the 2023 policy statement that singled out specific crypto activities. Among other things, the preamble to the 2023 policy statement said: “The Board [of Governors of the Federal Reserve System] generally believes that issuing tokens on open, public, and/or decentralized networks, or similar systems is highly likely to be inconsistent with safe and sound banking practices.” Thus, this position is no longer the official policy of the Federal Reserve.
• The 2025 policy statement distinguishes between uninsured and insured state member banks and states that the Federal Reserve may authorize uninsured state banks that are either member banks or applying to become member banks to engage in certain activities that may not be permissible for national banks or insured state banks.
  • When considering such activities, the Federal Reserve will consider whether an uninsured state member bank could manage safety and soundness risks through a financial profile “at least as effective as deposit insurance”, such as sufficient total loss-absorbing capacity or high-quality liquid assets equal to 100% of the bank’s demand deposits and short-term liabilities.
  • The Federal Reserve will also consider whether the uninsured state member bank “has a resolution plan that demonstrates how the bank could be recapitalized or wound down in an orderly manner if it fails to remain a viable going concern.”
  • Certain special purpose uninsured state-chartered institutions are required to observe similar financial safeguards and, thus, may be well-positioned candidates to become members of the Federal Reserve System under the new policy statement.

Federal Reserve requests input on payment account alternative to a master account

Separately, the Federal Reserve released a request for information (RFI) on a contemplated prototype for a special purpose “payment account” to be held at regional Federal Reserve Banks. The prototype payment account would be dedicated to payment activity and could provide an alternative to a full master account. A master account is an account held by an eligible financial institution at its regional Federal Reserve Bank through which the account holder can receive various payment and other services and earn interest on reserve balances. The RFI builds off of Governor Waller’s “skinny master account” proposal and is being considered in response to feedback from entities with nontraditional business models that see the process for applying for master account access as too long and uncertain. Governor Barr dissented from the issuance of the RFI because of its lack of specificity as to anti-money laundering safeguards, but his dissent articulated general support for a payment account prototype.

The key features of a payment account, as described in the RFI, are as follows:

Similarity to master accounts

• Eligibility: The same institutions that are eligible for a Federal Reserve master account and related services would be eligible for a payment account. The payment account proposal would not expand or otherwise change legal eligibility for access to Federal Reserve accounts and services.

Differences from master accounts

• Focus on payment activity: Use of a payment account would be limited to the express purpose of clearing and settling the institution’s payment activity.
• No correspondent relationships: Account holders would only be permitted settle their own payments and hold their own reserves—i.e., they would not be permitted to settle transactions for respondent institutions.
• Limits on balances:
  • Overnight balance limit: The Federal Reserve is considering setting the limit at the lesser of $500 million or 10% of the holder’s assets, though Federal Reserve Banks could have the ability to adjust the balance limit on a case-by-case basis.
  • Intraday balance: RFI does not include a proposed limit for intraday balances.
• No interest on balances: Balances held in a reserve account would not be eligible to earn interest.
• No intraday credit: Account holders would not be permitted to receive intraday credit from a Federal Reserve Bank (also known as daylight overdrafts). As a result, payments would need to be prefunded. Neither master accounts nor payment accounts may incur overnight overdrafts.
• Narrower service offerings: Payment accounts would only receive a subset of Federal Reserve services, and all provided services would need to have automated controls to prevent daylight overdrafts.
  • Permitted services would include: Fedwire Funds Service, National Settlement Service, FedNow Service and Fedwire Securities Service for Free Transfers.
  • Any services not listed above would be excluded, such as: FedACH Services, Check Services, FedCash and Fedwire Securities Service for Transfer Against Payment (i.e., delivery-versus-payment).
• No discount window access: Payment accounts would not have access to discount window lending.
• Shorter approval timeframe: While no binding timeline is specified, the Federal Reserve expects that account access decisions would be made within 90 days of the relevant regional Federal Reserve Bank receiving all materials.

The RFI contemplates that an interested and eligible institution would apply to its regional Federal Reserve Bank for access. The RFI states that the relevant Federal Reserve Bank would have discretion to approve or deny the request and to impose additional restrictions and risk controls on a case-by-case basis.

FDIC proposed rule sets out PPSI application process for FDIC-supervised institutions

The FDIC proposed a rule that would establish a process and review framework for applications to the FDIC for an insured depository institution (IDI) subsidiary to become a permitted payment stablecoin issuer (PPSI) under the GENIUS Act. The proposal closely tracks the provisions of the GENIUS Act and would apply only to FDIC-supervised institutions, namely state banks that are not members of the Federal Reserve System and state savings associations, that seek to license a subsidiary as a PPSI. The Federal Reserve, OCC and NCUA are also required to issue their own rules but have not yet done so.

The FDIC’s action marks the first proposed rule under the GENIUS Act, which was enacted on July 18, 2025 and sets out a federal statutory framework for the regulation of payment stablecoins. For an overview of the GENIUS Act please see our client update. As relevant here, the GENIUS Act authorizes various types of entities to become licensed as a PPSI upon applying to and receiving approval from the relevant regulator, as described in the chart below. On the federal level, the FDIC will be the primary regulator and licensor for subsidiaries of FDIC-supervised institutions.

PPSI Entity Types and Primary Regulators

Type of Entity	Primary Regulator
IDI subsidiary	IDI’s appropriate federal banking agency (i.e., Federal Reserve for state member banks, FDIC for state non-member banks and OCC for national banks)
Non-depository institutions Uninsured national bank Federal branch of a foreign bank	OCC
State issuer (other than a subsidiary of a state-chartered IDI)	State regulator (subject to comparability determination and back-up authority by Federal Reserve or OCC)

Proposed application process

The application process for a subsidiary of an FDIC-supervised institution to become a PPSI is similar to existing FDIC application processes in many respects. Indeed, the proposed regulations would be appended to 12 C.F.R. Part 303, the FDIC’s existing regulations governing most applications. The proposed application process would be structured as follows:

• Prepare letter application: An FDIC-supervised institution would prepare a “letter application” providing the required informational components (discussed below) and requesting approval from the FDIC for its subsidiary to become a PPSI. The FDIC has proposed a letter format as opposed to a standard template under the theory a letter would be more flexible and, thus, less burdensome to applicants.
• Submit the application for substantial completeness review: The application would be submitted to the FDIC regional office covering the region where the applicant is located. At that point the FDIC would have 30 days to determine whether the application is substantially complete.
  • This review timeline is mandated by the GENIUS Act and, consistent with the Act, the FDIC has defined substantially complete to mean the application provides the FDIC with sufficient information to evaluate whether a license should be granted based on the five statutory factors provided in the GENIUS Act (discussed below). If the application is not considered substantially complete, the FDIC shall specify the additional information the applicant shall provide in order for the application to be considered substantially complete.
  • If a material change in circumstances occurs following an application being deemed complete, e.g., a change in the applicant’s financial condition, the applicant must notify the FDIC and the application will be treated as a new application.
• If substantially complete, FDIC review and decision: Following receipt of a substantially complete application, the FDIC has 120 days to approve or deny the application based on the five statutory factors in the GENIUS Act. If no decision is rendered within that period, the application is deemed automatically approved. The FDIC may approve an application with conditions; the preamble to the proposal states the FDIC expects to impose only standard conditions, e.g., providing final documents if drafts were submitted.
• Appeal of denial: As required by the GENIUS Act, the proposal contains an appeal process for a denied application. The appeal would use the procedures for appeals of material supervisory determinations but within the timelines provided under the GENIUS Act. Among other things, a denied applicant would have a right to a hearing if requested within 30 days of the denial where they could present evidence in favor of a contrary decision. The FDIC must then render a decision on appeal within 60 days and provide a statement of the basis for its determination.

The below timeline provides a visual summary of the key steps in the application process.

Process for consortiums

The preamble to the proposal contemplates that certain applicants may pursue a consortium structured as a subsidiary of an FDIC-supervised institution. It further notes that the FDIC would anticipate accepting and processing a single application on behalf of all other FDIC-supervised members of the consortium if the consortium is considered a subsidiary of each member. The proposal would define subsidiary by reference to section 3 of the FDIA, which in turn defines subsidiary as “any company which is owned or controlled directly or indirectly by another company” and incorporates the Bank Holding Company Act’s three-pronged definition of control.

Process for GENIUS Act safe harbor waiver

Upon the effective date of the GENIUS Act, only a PPSI may issue a payment stablecoin in the United States. However, the federal payment stablecoin regulators—and the FDIC in the case of a subsidiary of an FDIC-supervised institution—may waive this requirement for up to 12 months after the effective date of the Act with respect to an applicant with a pending PPSI application received prior to the effective date. Although not explicit, it appears that the FDIC will require a pending application to be considered substantially complete to be eligible for this safe harbor.

What will the FDIC evaluate in reviewing applications?

Review factors

The GENIUS Act specifies five factors to be used by the federal payment stablecoin regulators in evaluating a PPSI application. An application can only be denied if the activities of the applicant would be unsafe or unsound based on those factors. The FDIC proposal discusses these factors in a way that closely tracks the GENIUS Act text:

• Factor 1: Ability to meet GENIUS Act requirements. An applicant must show the issuer would be able to meet the requirements under section 4 of the GENIUS Act for issuing a payment stablecoin. Among other things, the FDIC may consider the potential issuer’s financial condition and resources, planned activities and ability to maintain and manage reserves. The FDIC will also consider whether the proposed issuer will limit its activities to permissible activities, which are to “issue and redeem payment stablecoins, manage related reserves, provide certain payment stablecoin and reserve custodial and safekeeping services, undertake other activities that directly support those activities, and engage in digital asset service provider activities.”
• Factors 2 and 3: Quality of management. An applicant must show the issuer has management that are fit and competent. Among other things, the FDIC may consider whether a director or officer has been convicted of certain felonies and whether the proposed management has sufficient experience and qualifications.
• Factor 4: Redemption policy. An applicant must demonstrate that its proposed redemption policy satisfies the GENIUS Act requirements. Among other things, the FDIC will consider whether the applicant has established clear and conspicuous procedures for timely redemption of outstanding payment stablecoins.
• Factor 5: Other factors. The GENIUS Act permits regulators to consider any other factors that are necessary to ensure the safety and soundness of the PPSI. The FDIC’s proposal would not establish any additional factors.

Contents of the application

The proposal would adopt the following informational requirements for an application:

• Description of activities: An applicant must describe the proposed payment stablecoin activities, including the characteristics and features of the proposed payment stablecoin as well as the identities, roles and responsibilities of the entities involved in the proposed payment stablecoin activities, including by the proposed issuer’s affiliates. The applicant should also describe how the issuer plans to maintain the payment stablecoin’s value, including if the applicant plans to serve as a source of strength or provide guarantees to the proposed issuer. Any incidental activities to stablecoin issuance should also be described, presumably to allow the FDIC to determine whether such incidental activities are permissible or pose a safety or soundness risk.
• Financial projections: An applicant must submit pro forma financial projections covering the issuer’s first three years of operations. The application should also discuss the planned capital and liquidity structure and any financial commitments from directors, officers or shareholders. Any consortium commitments would be relevant as well. This section should also discuss how reserve assets will be managed, including whether any reserves will be tokenized and what circumstances could prompt reserve asset composition to change. Of course, any reserve asset management plan will need to be consistent with to-be-issued rules implementing the GENIUS Act’s reserve asset requirements.
• Corporate information: An applicant must submit a description of the potential issuer’s corporate details, including ownership and control structure, organizing documents (which may be in draft form) and a list of proposed directors, officers and shareholders. The application should state whether any of the proposed directors, officers or shareholders have been convicted of certain felonies.
• Policies and Procedures: Copies of key policies and procedures should be provided, including those concerning anti-money laundering compliance, custody and safekeeping of reserve assets, books and records, transaction processing and redemption.
• Accountant engagement letter: An engagement letter with a public accounting firm must be provided to demonstrate the issuer would be ready to meet the GENIUS Act’s requirements, which include monthly disclosures of reserves on each PPSI’s website. Such reports of reserves must be examined by a public accountant.

The proposal notes that, where possible, the FDIC will seek information necessary to evaluate the above factors from its examination staff and existing examination materials. The use of information collected from other sources is intended to ease the burden on applicants.

Remaining open questions about the application process

While the proposal provides additional clarity on a number of issues, certain key questions remain:

• Confidentiality of applications: Presumably, by virtue of their inclusion in 12 CFR Part 303, the FDIC’s proposed regulations would be subject to its standard confidentiality procedures for applications covered by Part 303. The confidentiality regulations of Part 303 state only that applications requiring public comment will by default be made available for public disclosure (application materials are, of course, still potentially subject to a request under the Freedom of Information Act to the extent the content is not exempt and confidential treatment has not been requested). As there is no public comment period provided for in the GENIUS Act or the proposal, PPSI applications should not be made public by default, but the proposal does not explicitly state as much.
• Other agency rulemakings: The OCC and Federal Reserve are also required to issue rulemakings setting out their application processes, and the GENIUS Act requires the agencies to coordinate. The other agencies have not yet released their proposals, so it remains to be seen whether there will be material differences. Acting Comptroller Gould, as an FDIC Board member, voted for the FDIC’s proposed rule, suggesting potential alignment between at least the FDIC and OCC’s processes.

Fashion retailer Fewstone, trading as City Beach, has been ordered by the Federal Court to pay $14 million in penalties for selling non-compliant button battery products.

City Beach admitted that, between June 2022 and October 2024, it had supplied products that that did not comply with the button battery safety standard on more than 54,000 occasions, and that during the same period it had supplied products that did not comply with the button battery information standard on more than 56,000 occasions.  

The products included toys, digital notepads, keyrings, lights and light-up Jibbitz accessories for Crocs shoes. The Court noted that many of these products were marketed or intended for children.

The Court observed that there were pervasive failures by City Beach to inform itself of its obligations under the Australian Consumer Law and to comply with its obligations as a retailer of products which may cause serious harm, and that City Beach’s unlawful conduct put more than 50,000 young children at risk of severe injury or death.

The Court described City Beach’s “lack of urgency in seeking to recall the non-compliant products” as “condemnable.”

“Today’s penalty sends clear message to businesses and suppliers that failing to meet safety standards for button batteries is unacceptable and can result in serious penalties,” ACCC Commissioner Luke Woodward said.

“Button batteries pose a significant risk to children, and can be fatal. The ACCC will not hesitate to take strong enforcement action against businesses that fail to comply with the button battery standards.”

This was the first court proceeding brought by the ACCC for breaches of the button battery safety standards.

Earlier this month, the Court found City Beach breached the Australian Consumer Law by selling a range of consumer novelty products that did not comply with mandatory button battery safety and information standards.

The Court ordered an injunction restraining City Beach from engaging in future contraventions of the Mandatory Standards.

The Court also ordered City Beach to implement a consumer law compliance program and to undertake advertising as part of its voluntary recall of the products in question.

Following a contested hearing on penalties, today the Court ordered City Beach to pay penalties totalling $14 million. 

To check if a product has been recalled, visit the ACCC product safety website or contact City Beach.

Examples of the recalled products subject to the court proceedings

Background

The ACCC commenced Federal Court proceedings against City Beach in April 2025.

City Beach is a national retailer primarily offering surf and skate consumer goods including clothing, accessories and novelty items.

Button batteries are dangerous and pose a significant risk to young children if swallowed or inserted. If swallowed, a button battery can become stuck in a child’s throat and result in serious lifelong injuries or death. Insertion into body parts such as the ears or nose can also lead to serious injuries. In Australia, three children have died from inserting or ingesting button batteries. Children up to 5 years of age are at greatest risk of injury from button batteries.

Australia’s mandatory button battery standards, which came into effect in June 2022, aim to reduce the risk of death or serious injury caused by button batteries.

The safety standard requires products to have secure battery compartments that are designed to be resistant to being opened by children. This is to prevent children from gaining access to button batteries. The information standard requires safety warnings to be provided with products, including seeking urgent medical advice in certain circumstances.

The Federal Government has recently unveiled some significant changes to the new merger regime which were first foreshadowed by the Assistant Minister for Competition in mid-October 2025.^[1] These changes are designed to address concerns raised by stakeholders about potential over-capture of deals and uncertainty. Some of the updates will come into force from 1 January 2026 and the remainder have a deferred start date of 1 April 2026. 

The key changes include:

From 1 January 2026: 

• new exemptions for acquisitions of land and quasi-land rights, including for acquisitions of interests in land made in the ‘ordinary course of business’;
• limits to the circumstances in which minority interest holders will be treated as ‘connected entities’ for the purpose of assessing Australian revenue for notification thresholds;
• refinements to notification obligations regarding creeping or serial acquisitions; and
• updates to the notification waiver applications process. 

From 1 April 2026: 

• new control and asset monetary thresholds for notification commence. 

In this article, we unpack what these last-minute amendments mean for you if you are looking to do deals in 2026. 

Background

Australia’s merger control regime is undergoing its most significant transformation in decades, with the introduction of a new mandatory and suspensory notification system for certain acquisitions of shares and assets. From 1 January 2026, parties to transactions that meet specified monetary or control thresholds and do not fall within an exemption will be required to notify the ACCC and obtain clearance or obtain a notification waiver before completing the deal. 

Overview of existing monetary thresholds for notification and further changes

Changes to the notification thresholds will be introduced progressively. 

From 1 January 2026

Monetary thresholds: there will continue to be two alternative thresholds:  1. Combined acquirer group + target / asset AU revenue of ≥$200 million + one of: target / asset AU revenue ≥$50 million; or deal value ≥$250 million. 2. Acquirer group AU revenue of ≥$500 million + target / asset AU revenue ≥$10 million. The bolded figures are calculated by reference to any Australian revenue as at the contract date of the acquisition or the cumulative Australian revenue of all acquisitions made of the same or substitutable goods or services in Australia by the acquirer (and its connected entities) in the previous 3 years (‘3-year look back’). From 1 January 2026, the deeming rate of 20 per cent of market value for assets where attributable Australian revenue cannot reasonably be calculated will be repealed.

From 1 April 2026

Monetary thresholds – acquisitions of discrete assets: where an acquisition of assets does not involve all or substantially all of the assets of a business, a new set of monetary thresholds will be applied. In short, notification will be required if:[2] 1. Combined acquirer group + target / asset AU revenue is ≥$200 million and the higher of: the market value of the assets; or the consideration paid, is ≥$200 million.  2. The acquirer group AU revenue is ≥$500 million and the higher of: the market value of the assets; or the consideration paid,  is ≥$50 million. For acquisitions of substantially all of the assets of a business, the ordinary monetary thresholds applicable from 1 January 2026 will continue to apply.

Control and voting power thresholds: contrary to the current position, notification of certain transactions that do not give rise to control will be required. This includes where an acquirer’s voting power in respect of a target entity shifts in one of the following ways as a result of the acquisition: voting power in respect of any unlisted entity not widely held (50 or less members) increases from less than or equal to 20 per cent to ≥20 per cent; voting power in respect of any entity increases from ≥20 per cent to ≥50 per cent; voting power in respect of a Chapter 6 entity increases from less than or equal to 20 per cent to ≥20 per cent even though the acquirer (and any associates) already controlled the target prior to the acquisition;[3] or voting power in a Chapter 6 entity increases from <20 per cent to ≥50 per cent even though the acquirer and any of its associates do not control the target before or after the acquisition.[4]

New ‘ordinary course of business’ exemption for land acquisitions

There is a new exemption from notification requirements for acquisitions of interests in land that occur in the ‘ordinary course of business’.^[5] This exemption will apply regardless of whether the transaction is structured as a direct acquisition or as an acquisition of shares or units in a land entity.

The broader economic context is important, but generally, routine acquisitions of a legal or equitable interest in land, whether freehold or leasehold will fall within this new exemption. The Explanatory Statement clarifies that the exemption is intended to apply to routine business activities in the relevant sector (rather than that of the particular acquirer). Importantly, the exemption may still apply even if the particular acquirer does not undertake such transactions frequently or if the investment is large^[6].

The exemption does not apply to acquisitions in certain designated sectors (supermarkets currently fall within this designated class). The Explanatory Statement also makes it clear that the exemption will not apply to acquisitions: of land on which a competitor is operating a business; that involve the transfer of production capacity from one competitor to another; or for the purpose of land banking.

Property transactions previously considered by the ACCC

The Determination currently provides an exemption for acquisitions of equitable or legal interests in land where an earlier equitable interest in relation to the same land has previously been notified to the ACCC and cleared under the new merger review process. This exemption avoids multiple notifications for what are, in substance, single acquisitions occurring in stages (for example, pursuant to an agreement for lease). The updated exemption will also apply to: 

• quasi-land rights;^[7]
• transactions where the acquisition of the initial interest is subject to a notification waiver; and
• transactions where the initial interest in land was acquired prior to 1 January 2026 (regardless of whether the acquisition of that initial interest was cleared by the ACCC). 

Narrowing the definition of ‘connected entity’

The concept of ‘connected entities’ is central to determining which entities’ Australian revenues are aggregated for the purposes of the notification thresholds. Connected entities include entities that are in a position to exercise control over a relevant entity, either alone or together with one or more associates.

The amendments make it clear that investors in unlisted companies with fewer than 50 shareholders are not treated as ‘associates’ simply because they hold ordinary minority shareholder protection rights. That is, rights that:

• mirror those typically granted to minority shareholders to safeguard their financial interests;
• are proportionate to that purpose; and
• do not give the holder, alone or with others, power to control: board composition, the appointment or dismissal of senior managers (or any veto over such decisions), or the company’s financial or operational policies. 

Refinements to the serial acquisition notification thresholds

The changes also refine the serial (or ‘creeping’) acquisitions notification thresholds. 

In addition to the existing exclusion for transactions involving revenue of <$2 million, the following transactions are also exempt from being counted towards the ‘3-year look back’, including: 

• share acquisitions where the acquirer has not begun, or cannot begin to control, the target;
• assets that have subsequently been divested or disposed of; or
• if the acquisition is of an asset, the acquisition does not have the effect that a person will, or can, acquire all, or substantially all of the assets of a business, and the market value of the asset is <$2 million. 

This is a welcome and pragmatic refinement to the new merger regime and ensures that only current, relevant holdings are considered when assessing whether notification is required. 

Waivers

The amendments simplify and clarify the notification waiver process, giving businesses greater certainty. A brief summary of the deal and the ACCC’s decision will now only appear on the public register within one business day of the ACCC’s decision, keeping the transaction confidential until that point. For sensitive deals, for example, surprise hostile bids or some voluntary financial-sector transfers, publication on the ACCC’s Acquisitions Register may be deferred or omitted altogether. The ACCC must rule on a waiver within 25 business days; if it fails to do so, the ACCC is deemed to have refused the application for a notification waiver. 

Further changes to other notification exemptions

The changes to the new merger regime significantly broaden and clarify certain exemptions from notification obligations, particularly in the context of financial and restructuring transactions. These updates include expanded exemptions in relation to external administration, routine financial market operations, nominees and financing arrangements, as well as exemptions for foreign exchange contracts and some superannuation-related acquisitions. 

Key considerations for dealmakers 

With less than a fortnight until the new mandatory merger regime takes effect, if you are planning to do a deal in 2026, proactive and early consideration of merger control will be necessary to ensure compliance and minimise deal risk. The latest amendments provide some greater clarity and targeted exemptions, but also create additional complexity, and the new regime will require careful planning and early engagement on regulatory issues. 

We recommend you: 

1. Assess upcoming transactions and ensure regulatory conditions precedent are fit for purpose: reviewing your 2026 deal pipeline now will help to identify transactions that may be suitable for waiver applications, otherwise trigger notification obligations, or would benefit from new exemptions under the revised regime. For ongoing deals, it would be timely to consider whether conditions precedent remain ‘fit for purpose’ or need to be varied, given the progressive nature of the proposed amendments.
2. Update internal processes: it will be important to ensure your M&A, legal and compliance teams are across the new thresholds, exemptions and notification requirements, and adjust internal protocols and timelines accordingly. For firms that regularly acquire and divest other businesses, an M&A register will facilitate compliance with the 3-year look back requirements.
3. Engage early for advice: seek early guidance on structuring, application of exemptions and notification strategy to avoid delay. 

For a tailored briefing or confidential discussion about how the new merger regime may affect your business, please contact our Competition team.

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^{[1] Competition and Consumer (Notification of Acquisitions) Determination 2025 (Cth); Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No.1) Determination 2025 (Cth). 
[2] The ‘3-year look back’ test does not apply to the acquisition of discrete assets. 
[3] Note that the votes of entities who are considered associates only because they have entered into, or have proposed to enter into, an agreement with the person for minority shareholder protect rights is disregarded for this determination.
[4] As above. 
[5] For completeness, acquisitions of assets that are not interests in land or intellectual property and that occur in the ordinary course of business are already excluded from notification obligations under the new merger regime.
[6] Specific examples provided in the Explanatory Statement include: (i) acquiring an interest in land for an office premises, headquarters or other routine trading activities; (ii) a property developer acquiring land for residential or commercial development; (iii) retailers acquiring land for a warehouse to store inventory; (iii) a manufacturer leasing land for a new manufacturing facility; (iv) an energy generator acquiring land for a solar farm; or (v) an energy distributor acquiring land to build pylons on.
[7] These are rights that require registration under a statutory scheme including in relation to: mining, quarrying, prospecting, water entitlements or land for forestry operations.}

The rising cost of housing across the Western Slope is forcing people to relocate, downsize and leave jobs, even in small, rural communities such as Parachute and Battlement Mesa. 

This trend has drawn the attention of affordable housing developers such as Aspen-based Headwaters Housing Partners, which is building a 68-unit apartment complex with a commercial retail space on the site of the former Parachute Inn, just off Interstate 70 near the entrance to town. 

Parachute Town Manager Travis Elliott and other local leaders have helped support and shape the project, which is aimed at local middle-income residents making about 60% to 100% of the area median income (AMI). In Garfield County, that median income number is $74,000 for a one-person household.

“I get excited about this project for numerous reasons,” Elliott said. “It really checks a lot of boxes for the town and our strategic goals, and our future, not just on the affordable-housing front, but in terms of revitalization of the community in general.” 

Elliott, who grew up in Grand Junction and earned his master of business administration degree at the University of Kansas, always knew he wanted to work in public service for a local government. 

Before taking on the town manager position in Parachute four years ago, he worked in several different roles for the city of Aspen and later became the assistant town manager for Snowmass Village. 

Part of his decision to leave the Roaring Fork Valley was wanting to live in a town where he could afford to buy a home but still be able to get out on the river or into the mountains. 

“I was in a deed-restricted condo (in Snowmass Village), which was absolutely fantastic because I quite literally won the lottery in terms of the affordable housing,” Elliott said. “So I was extremely grateful for that, but it was always very temporary in my mind because it was constrained in terms of space and just the economics of it.” 

Rising home prices 

Although housing costs are still lower in Parachute and neighboring Battlement Mesa than much of the Roaring Fork and Colorado River valleys, the average price of a single-family home has more than doubled over the past decade. 

Parachute, which had a population of about 1,400 people as of the 2020 Census, saw the median sale price for a single-family home grow to $393,304 in 2024 from $190,500 in 2015. Battlement Mesa, which was initially developed by Exxon during an oil boom in the late 1970s, is an unincorporated planned-unit development outside Parachute town limits with a population of about 5,400 people as of 2020. The median price of a single-family residence there grew to $400,000 in 2024 from $241,500 in 2015. 

This home-price data is according to preliminary results from a new regional housing-needs assessment covering Parachute to Aspen that is now required by the state as part of its effort to address affordability challenges across Colorado. The valleywide assessment is being led by the city of Aspen and Economic and Planning Systems, a firm that the city is partnering with to conduct research and analyze the data. 

In the Parachute area, rising home prices and a limited housing inventory have put additional pressure on the local rental market, making it hard for some who work in town to get housing there. According to Parachute’s 2022 comprehensive plan, over half of the people who work in town commute in from places such as Battlement Mesa, Grand Junction, and other parts of Mesa and Garfield counties. 

This trend of people not being able to live where they work and a growing interconnection between local economies and housing networks is something Elliott has seen throughout the region. 

“It’s quite literally just a connected trickle up and down,” Elliott said. “A lot of our residents that live here are commuting up to Glenwood, and then a lot of those residents are commuting up to Carbondale, and then a lot of those residents are commuting up even further.” 

Boom and bust 

In late May, Aspen-based developers Adam Roy and Grady Lenkin, who are with Headwaters Housing, watched as a bulldozer began demolishing the former Parachute Inn. 

The motel was built in the early 1980s to house oil and gas workers just before the “Black Sunday” oil bust of 1982, when thousands of people lost their jobs after Exxon shut down its oil shale project in the area. 

Despite the economic downturn, the Parachute Inn remained open, serving as both a motel and temporary housing for some residents in the area, until a few years ago when it failed the town’s health-and-safety inspection and permanently closed its doors. 

“It served its purpose for decades, and eventually got tired and rundown,” Roy said. “So we bought it, and now we’re in the process of tearing it down and converting it to workforce housing for the town of Parachute.”

When Roy and Lenkin first decided they wanted to purchase the building, they had a hard time getting a bank loan because there wasn’t a precedent for other similar affordable-housing complexes in the town. 

“No bank wanted to be one of the first to take a risk on this kind of development in Parachute since there’s no comparable projects in the market that we can look at and know they succeeded,” Lenkin said. “Another factor was Black Sunday, which really crushed the community and the economy, and a lot of the local banks have an institutional memory of that.”

But in 2022, the developers were able to secure a $640,000 loan from the state to purchase the old motel and began the yearslong process of turning it into a mix of studio, one-bedroom and two-bedroom rental units.  

‘Missing middle’ 

Initially, Headwaters Housing assumed it would be building a very-low-income project for people who commute farther upvalley for work, but that changed after Roy and Lenkin spent time conducting market studies and meeting with local residents and town leaders such as Elliott. 

“What we learned is who this project was ultimately going to serve, and it was truly the town of Parachute,” Roy said. “And they weren’t necessarily screaming for ultra-affordability — they needed housing to house their workforce.”

According to preliminary results from the new regional housing needs assessment looking at housing trends over the next decade, rental units will be most needed for Parachute residents making about 50% to 90% of AMI, which translates to between $37,000 and $66,600 a year for a one-person household in Garfield County. The next-largest need is for people making 110% to 135% of AMI, which is between $81,400 and $99,900 for one person.  

The majority of the 68 new apartments will be listed for people making less than AMI, with 25 units restricted to households earning up to 80% of AMI, another 25 units for households earning up to 100% of AMI, and 18 units to be rented at market rate. 

“We said, ‘What do you want to see here?’ And it was a project where, you know, a teacher can afford to live, where a manager at the new Love’s gas station can afford to live, where the assistant police chief can afford to live,” Lenkin said. “We worked backwards from all of those job descriptions to see, ‘OK, how much are these people making?’ And that’s how we designed the income limitations of the project.”

They also heard from community members that they would like to see the roughly 3,000-square-foot commercial space be preserved as a laundromat, which the old motel used to have. 

“We heard in our public outreach that this was a huge asset to the community,” Roy said. “You could have, for instance, a small market up front and a laundromat in the back, or if need be, it could be entirely a laundromat.” 

Roy and Lenkin are also partnering with other local governments in western Colorado, including Fruita and Grand Junction, on several other workforce housing projects targeting middle-income earners. 

State funding 

Headwaters Housing estimates that the total cost of the Parachute Inn project will be roughly $13.5 million, with some of that money coming from private capital and state subsidies. In addition to the $640,000 loan from the state to buy the property, which the developers have now paid off, the state Housing Board awarded the project a $5 million loan last year to help build the apartment complex. 

The developers also partnered with the town of Parachute to secure an additional grant this year from the state to help cover the cost of upgrading public infrastructure surrounding the project, including roads, sidewalks, utilities and accessibility features. The project will also benefit from a tax abatement provided through the Garfield County Housing Authority.

Colorado lawmakers have shifted state policy toward supporting more middle-income projects in recent years, which has drawn criticism from some housing advocates who worry there will be less money for lower-income families. 

In an email, a spokesperson with the state’s Department of Local Affairs (DOLA), which oversees the Division of Housing (DOH), defended its programs that support the so-called “missing middle” in some communities. 

“While addressing the needs for the lower-income population remains pressing, there is a demonstrated need for middle-income housing, which, if not addressed, can put even more pressure on the lower-income housing supply,” the spokesperson said. “The legislature has chosen to prioritize this need through several programs that DOLA administers.”

The spokesperson also pointed out that some of the funding that it received for middle-income housing projects in the wake of the pandemic is limited. 

“With the influx of American Rescue Plan Act dollars, and the ability for those dollars to serve higher incomes, DOH was able to play more of a role in the middle-income space,” the spokesperson said. “However, those funds are close to being expended, and so DOH’s role in the middle-income space may be more limited moving forward.”

Town leaders such as Elliott and Town Councilor Claudia Flores Cruz maintain that Parachute needs more of both types of housing. 

“I would love to see more housing opportunities of all kinds,” Flores Cruz said. “Whether it’s tiny homes, studios or trailers, just to be able to accommodate everyone in their unique housing needs.” 

Another affordable-housing development is underway in neighboring Battlement Mesa. The Aster Place project will have about 60 rental units reserved for people making between 30% and 80% of AMI, which translates to between $22,200 and $59,200 a year for a one-person household in Garfield County. The group Lincoln Avenue Communities, which has projects across the country, is behind the development. The group is also working with the Garfield County Housing Authority, which is expected to allocate eight low-income vouchers to the project. 

Different needs 

Flores Cruz also helps run the Family Resource Center for Garfield County School District 16. In her role there, she got to know the families who lived in some of the units at the old Parachute Inn. 

When the motel had to close for health-and-safety reasons, most of those families couldn’t afford to stay in the area. 

“You don’t want to see anybody homeless, but at the same time, you just didn’t want to see anybody living in those kinds of conditions, especially when they had kids,” Flores Cruz said. “Some of the families ended up going to Utah and other states where they had family — they just weren’t able to be successful in our small town with not enough resources.”

Flores Cruz still works with other families in similar situations who live out of their cars. She also knows teachers who are struggling, doubling up in homes to afford rent or looking elsewhere for work. 

“One of the biggest workforces that we have here is our school district,” she said. “But we have a lot of new teachers every year, and that really hurts a child’s development, you know, just having that anxiety of like, ‘Oh, my teacher lost their housing, and now, after Christmas break, I’m going to have a new teacher.’”

Jennifer Baugh, who moved to the area four years ago to serve as the superintendent for the school district, said the housing challenges also impact their ability to hire other employees, including bus drivers, cafeteria staff and administrative assistants. 

“One of the things that I think we’ve noticed too is other school districts upvalley have either engaged in, or actively have, employee housing for their staff,” Baugh said. “That isn’t a conversation we’re having yet here in Garfield 16, … but we are finding that employers in the region are having to take that on and think seriously about it.”

Baugh has also noticed more families moving to the area from upvalley communities because of affordability. At the start of this school year, the district saw 21 new students transfer from Rifle, six from Glenwood Springs, four from Silt and two from Carbondale. 

“In addition to housing needs, this creates another challenge because oftentimes the parents, their jobs are still upvalley, so you have a lot of kids that need child care or other programming until the parents can get home,” she said. 

When it comes to tackling the housing challenge, Baugh and Flores Cruz hope the town will keep partnering with developers such as Headwaters Housing and outside funders such as the state to make sure people with different income ranges all have a safe place to live. 

For his part, Elliott agrees, and says projects such as the Parachute Inn are a big step in the right direction. 

“This type of partnership is really the poster child for what is going to be the solution for solving affordable-housing crises around the state, … and it has the potential to be really transformative for the community,” Elliott said. “I’m really excited to not only see the building finish, but to see what families and residents eventually reside there and end up calling it home.”

The apartment building is currently under construction and is expected to open next fall. 

This story was produced through a social justice reporting collaboration between Aspen Journalism and Aspen Public Radio.

Related

The maker of the popular Jim Beam bourbon whiskey says it will halt production at its main site in Kentucky for all of next year.

The distillery will stay closed while the firm takes “the opportunity to invest in site enhancements,” it told to the BBC in a statement on Sunday.

“We are always assessing production levels to best meet consumer demand and recently met with our team to discuss our volumes for 2026.”

Distillers in Kentucky – famous for its bourbon – face uncertainty, in part, due to US President Donald Trump’s trade policies.

The brand is owned by Japanese drinks giant Suntory Global Spirits, which employs more than 1,000 people across its sites in Kentucky.

The firm said its other operations in the state, including a separate distillery and its bottling and warehousing plants, will continue to run next year. The visitor centre in Kentucky also remains open.

Jim Beam also said it is assessing how it will use its workforce during the production pause and is holding talks with the workers’ union.

In October, the Kentucky Distillers’ Association (KDA) trade body said the amount of bourbon in warehouses across the state was at a record high of more than 16 million barrels.

According to the association, the barrels of bourbon, which are taxed by the state, have cost distillers “a crushing” $75m (£56m) this year.

US distillers have faced retaliatory import taxes on their goods after Trump’s so-called “Liberation Day” announcement in April saw the US imposing tariffs on most countries around the world.

“Much of the expansion over the last decade has been geared towards global growth,” the KDA said in October as it called for a “for a speedy return to reciprocal, tariff-free trade”.

Trade tensions between the US and Canada have also impacted sales of alcohol, with most Canadian provinces boycotting American spirits earlier in the year.

Tokyo, December 22, 2025 – Mitsubishi Heavy Industries (MHI) Group has set the corporate strategy of Innovative Total Optimization (ITO), which consists of two pillars: “Group-wide optimization” and “scope expansion,” aimed at achieving a “virtuous cycle of high profitability and growth investments.” (Note1) To realize this, MHI Group is accelerating the development of digital innovation (DI) talent to drive its digital transformation (DX).

DI development program for all employees
MHI Group comprises approximately 300 companies in Japan and overseas, encompassing a wide range of businesses from design, manufacturing, and construction, to sales, after-sales service, and general services. For such diverse businesses to grow sustainably, it is essential for MHI to strengthen its competitiveness by utilizing AI and other digital technologies.

Accordingly, MHI Group is implementing a systematic program for DI talent development encompassing all employees at group companies in Japan and overseas, from general employees to senior executives. Furthermore, MHI is actively promoting open innovation by collaborating with external partners and startups to incorporate the world’s leading-edge technologies and expertise. These initiatives will facilitate the formation of a global talent network and contribute to the development of highly skilled personnel.

Communities that accelerate transformation
To accelerate DX promotion, MHI has developed communities where employees share knowledge on AI and digital utilization. Specifically, the “Global IT Conference” promotes the use of AI and digital technologies in cooperation with overseas sites; the “AI Salon” holds monthly lectures by experts on AI utilization; and an idea contest gathers innovative business improvement ideas and implements outstanding proposals. As a result, AI and digital utilization are penetrating throughout the company, generating improvement ideas from all business locations.

Putting ideas into practice
Through these community activities, initiatives where employees independently identify issues and shape solutions using digital technologies are expanding. Employees take the lead and work in collaboration with digital specialist organizations to implement an integrated process from problem identification to use case creation, system implementation, and effectiveness verification. Through practice, employees refine their skills and mindset, producing tangible results such as improved operational efficiency and the creation of new business models.

MHI Group is accelerating digital talent development for all employees and building a virtuous cycle of DX promotion and value creation through the certification system, education, communities, and practice. Looking ahead, the company aims for the developed DI talent to become the core of DX promotion across the group, driving new value creation and business transformation.

• 1 Based on MHI Group’s corporate mission of “Combine cutting-edge technology with many years of expertise to provide solutions to the evolving challenges facing the world while enriching people’s lives.”
• 2 MHI Group established the Digital Innovation Headquarters to further accelerate digital innovation to create and provide new value through “smart connections” among its product groups and digital technologies. For more information, see the following press release.
  https://www.mhi.com/news/22062001.html

　

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