The New Zealand Government has this week announced a package of reforms to the Commerce Act and the Commerce Commission aimed at tougher, clearer competition rules, and faster, more practical decision-making. The Bill is expected to be introduced before the end of 2025, with public submissions likely in early 2026 and passage targeted for mid‑2026.
Need to know:
- New merger rules will target “killer acquisitions” and serial small deals.
- New tools will give the Commission more flexibility in assessing and pausing transactions.
- Broader enforcement powers and stronger confidentiality protections will affect day-to-day business practices.
Here is a summary of the key upcoming changes to help corporate clients understand what to expect from the proposed reforms.
Clearer tests and broader scrutiny for mergers
The law will state that the “substantial lessening of competition” test includes creating, strengthening, or entrenching market power, targeting “killer acquisitions” of small or nascent rivals. The Commission will also be able to look at patterns of small deals over three years to address “creeping” or serial acquisitions. Rules will clarify when a partial stake gives a “substantial degree of influence” and confirm that “assets” include rights, infrastructure, and land. Interestingly, these aspects of the proposed reforms mirror recently implemented changes to Australia’s merger control regime and indicate that the approaches of the Commerce Commission and its counterpart, the Australian Competition and Consumer Commission, are converging over time.
Introduction of new tools
New tools are planned to allow more flexible merger outcomes and tighter control of timing. The Commission will be able to accept voluntary behavioural undertakings to resolve concerns, and use targeted call‑in powers to pause and assess deals before completion. Complex merger cases will run to statutory timeframes of up to 140–160 working days, with a decision summary due within one day and full reasons within 20 working days.
Increase in collaboration
The reforms aim to make beneficial collaboration easier where it helps consumers or society. A statutory notification regime will let businesses notify certain conduct and proceed unless the Commission objects, initially covering resale price maintenance and small business collective bargaining. The Commission will gain class exemption powers for low‑risk or clearly beneficial conduct, and may waive or reduce application fees.
Approval processes will be streamlined
Applicants will be able to seek clearance for specific cartel provisions without a full competition impact assessment, making approvals faster. Clearance and authorisation will also be available for collaborations where participants change over time, supporting multi‑party initiatives such as environmental projects.
Enforcement settings will be sharpened
The Commission will be able to seek performance injunctions requiring businesses to take corrective action. Competition rules will explicitly apply to conduct facilitated by AI and algorithms, and a new objective test for predatory pricing will focus on broader patterns of below‑cost pricing without proving future recoupment, increasing the risk for aggressive pricing strategies.
Confidentiality protections will be strengthened
Information given to the Commission will be exempt from the Official Information Act for 10 years. The Commission may issue confidentiality orders over classes of information with terms and conditions, and individuals who provide information will have protections against retaliation modelled on whistleblower regimes.
Governance of the Commission will change
A new governing board, mostly part‑time, will be established, with regulatory decisions delegated to expert Committees or the Chief Executive. Committees will draw mainly from a new statutory Commission panel and include members with commercial experience. Businesses should start reviewing acquisition strategies, collaboration plans, pricing and algorithmic tools, and confidentiality practices ahead of the Bill’s introduction.
These proposed changes represent a significant shift in New Zealand’s competition law landscape. As the reforms progress, it will be important for businesses and stakeholders to stay informed and consider how the new rules may affect their operations and opportunities for collaboration. Keeping up to date with the legislative process will help ensure compliance and allow organisations to make the most of the new regime.
Finally, in respect of the proposed changes to merger control, businesses will have an opportunity to observe how similar changes operate in practice when they are introduced in Australia from 1 January 2026 onwards – see our article on those changes here.
Get in touch
These reforms represent the most significant shift in New Zealand’s competition law in years. Staying across the legislative process will be critical to compliance and to seizing opportunities for collaboration under the new regime.
For more information, please contact Corin Maberly and Alistair Newton.
