From www.claytonutz.com: The ACCC will closely scrutinize goodwill protection restraints in sale contracts following the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024, which increases the risk of enforcement action for overly broad restraints.

Restraints are exempt under section 51(2)(e) of the Competition and Consumer Act 2010 only if deemed necessary to protect the purchaser’s goodwill, a standard that will now be actively enforced by the ACCC.

Parties involved in mergers should ensure their contractual restraints are narrowly tailored to avoid exceeding the bounds of this exemption.