Sharing the Subsidised Advantage: JD.com/CECONOMY Brings the First Equal-Access Remedy under the FSR

On 3 November 2026, the European Commission ("Commission") approved, under the Foreign Subsidies Regulation ("FSR"), the acquisition of CECONOMY AG (“CECONOMY”) by JD.com, Inc. ("JD.com"), subject to commitments offered by the parties. This decision is notable as the first in-depth FSR review of an acquisition of an EU company by a Chinese acquirer, and especially for its commitments: for the first time, the Commission accepted remedies requiring the acquirer to open its own services to competitors on equal terms, rather than simply ring-fencing the subsidies. The decision therefore offers instructive lessons for acquirers from outside the European Union and their counterparties, particularly where the acquirer has received significant foreign financial contributions.

The decision comes against a backdrop of heightened EU–China trade tensions, yet the review turned on the merits: the Commission identified subsidy-driven risks, market-tested the remedies and cleared the deal once the parties had offered commitments addressing them. The full decision has not yet been published; this alert is based on the Commission's press release.

Three Regimes, One Deal: The Road to FSR Clearance

JD.com heads a People’s Republic of China ("PRC") based group operating a retail business and e-commerce marketplace, and providing logistics and technology solutions. CECONOMY, headquartered in Germany, is a major consumer electronics retailer whose brands, including MediaMarkt, MediaWorld, and Saturn, operate online and in stores in several EU Member States.

The transaction was reviewed in parallel under three regimes.

• Several national competition authorities ("NCAs") considered this transaction on the basis of national merger rules. For example, the Bundeskartellamt cleared it under German merger control in September 2025, finding only insignificant overlap given JD.com's very limited activities in Germany.
• The deal obtained foreign direct investment ("FDI") clearance in Germany, France, Italy, Spain, and Austria.
• Under the FSR, the Commission opened an in-depth investigation in May 2026 and, in July 2026, sent a Statement of Grounds setting out concerns that JD.com may have received PRC subsidies, in the form of preferential financing, tax incentives and grants, that may improve the merged entity's competitive position. Competitor feedback appears to have echoed these concerns. The Commission ultimately approved the deal only conditionally, showing that even without an EU Merger Regulation filing, it has significant power to intervene under the FSR.

Inside the FSR Decision: Subsidised Capabilities Meet Market-Access Remedies

The Commission's analysis was notably technical, focusing on how specific subsidies could reach the EU business and how other players could be given equal access:

• Capabilities, not just cash concerns: The Commission found that JD.com received PRC subsidies in the form of preferential financing, tax incentives and grants that are liable to distort the internal market. In its view, those subsidies had contributed to logistics and technology capabilities that would be made available to CECONOMY post-closing, and could strengthen the combined entity's capacity to finance EU activities and engage in below-market pricing. The concern was forward-looking: it rested on the potential for subsidised capabilities and cross-subsidisation to be channelled into a leading EU retail platform.
• Ring-fencing and equal-terms access commitments: The Commission considered behavioural commitments sufficient, without insisting on structural remedies or divestitures. The parties committed to: (i) conduct intra-group transactions, including JD.com financing of CECONOMY, on arm's-length market terms; (ii) provide JD.com's warehousing and logistics services to third-party retailers on the same terms as to CECONOMY; and (iii) provide JD.com's technology services to third parties on the same terms. Following a market test, the parties addressed the main shortcomings identified by competitors, strengthening the financing and intra-group commitments and improving the third-party access terms.

According to the Commission, these commitments work, on the one hand, by "preventing cross-subsidisation from JD.com to CECONOMY” and, on the other, by "eliminating the combined entity's competitive advantage resulting from JD.com's subsidised logistic and technological capabilities." The second limb is the novel one: in the Commission's view, the subsidies had already contributed to capabilities that would pass to CECONOMY on completion, and opening those same capabilities to competitors on equal terms addresses that advantage, rather than merely stopping new subsidies from flowing in. For the acquirer, this approach also preserves the ability to bring those capabilities to the EU business, while extending their benefit to the wider market.

This marks a departure from the earlier FSR conditional clearances. In e&/PPF Telecom (2024) and ADNOC/Covestro (2025), the core commitments targeted the subsidy itself, removing unlimited State guarantees and, in e&/PPF Telecom, restricting the flow of financing to the EU business. Here, the Commission went further and regulated how the combined entity deals with the market. The ADNOC/Covestro commitment to license Covestro's sustainability patents might appear to be a precursor, but it differs in important respects: it concerned the target's existing intellectual property rather than the acquirer's own services, and it was accepted as a positive effect balancing the transaction's perceived negative effects rather than as a means of neutralising the subsidised advantage itself. JD.com/CECONOMY, by contrast, imposes ongoing non-discrimination obligations on the acquirer's subsidised capabilities, governing how the group treats competitors relative to its own EU business.

The press release describes the commitments as addressing “the Commission's competition concerns.” Similar wording appears in the earlier FSR clearances; what is new is the merger-style nature of the remedies, which resemble access remedies familiar from EU merger control and digital markets cases. The Commission may thus be seen as using the FSR to address competition concerns it could not otherwise have reached, the deal having been reviewed under national merger rules rather than the EU Merger Regulation. That said, the FSR is not simply merger control by another name: merger control authorities tend to prefer structural remedies such as divestitures, whereas all three FSR conditional clearances to date have fallen on the behavioural side.

The key open question is whether the remedies will prove effective in practice. Access commitments do not remove the subsidies already received or the capabilities they helped build; they share their benefit with the market. From an acquirer's perspective, however, this is precisely their appeal: they allow a transaction to proceed, and the acquirer to retain and deploy its capabilities in the European Union, without divestitures or unwinding past funding. Success will depend on implementation: “same terms” must be defined across pricing, service levels, capacity, data and priority in times of scarcity, and non-price discrimination can be hard for competitors to detect and prove. "Market terms" for financing and bespoke technology services raise similar benchmarking difficulties, for regulators and acquirers alike. The full decision should shed light on the monitoring and dispute-resolution mechanisms; if third-party take-up is limited, the commitments may do little to neutralise the subsidised advantage. Equally, clear and workable mechanisms would give non-EU acquirers greater confidence that commitments of this kind offer a predictable route to clearance. Either way, the commitments represent a material and long-term compliance burden for the combined business, running for a decade and including, for the first time in an FSR case, obligations to extend the acquirer's own services to competitors on non-discriminatory terms.

What This Means for Dealmakers

JD.com/CECONOMY offers several lessons for acquirers that have received foreign financial support and their EU counterparties:

• Too early for precedent, but a pattern is emerging. JD.com/CECONOMY is only the third in-depth FSR concentration investigation, so it is premature to speak of settled precedent. Yet all three cases have now ended in conditional clearance without divestitures:

• In e&/PPF Telecom, the Commission accepted removal of an unlimited UAE State guarantee, a ban (with limited exceptions) on financing PPF's EU activities, market-terms dealings between the companies, and notification of future non-notifiable acquisitions.
• In ADNOC/Covestro, it went further, finding that ADNOC's unduly favourable offer terms, including a committed capital increase, may have deterred rival bidders. Alongside removal of ADNOC's unlimited State guarantee, it accepted a commitment to license Covestro's sustainability patents to certain market participants (arguably more hybrid in nature than purely behavioural), finding that the resulting benefits would balance out the transaction's negative effects.
• JD.com/CECONOMY goes further, requiring the acquirer not merely to cut off the flow of subsidies but to share its subsidised logistics and technology capabilities with competitors on equal terms.

The common thread is remedies tailored to how the subsidy would reach, or benefit, the EU business to the potential detriment of other players. The progression is nonetheless clear: from ring-fencing the subsidy (e&/PPF Telecom), to opening up the target's assets (ADNOC/Covestro), to regulating the acquirer's own dealings with competitors (JD.com/CECONOMY).

• No template, but scope for discussion. Outcomes will remain case-specific, though earlier cases may serve as a useful reference. Here, the remedies targeted shared logistics and technology capabilities that lend themselves to third-party access, and the Commission credited the parties' “constructive approach.” Where subsidies are more diffuse or embedded in the acquirer's business model, commitments may not suffice, and structural remedies or prohibition remain a risk. The full decision should also reveal whether the Commission relied on the balancing test central to ADNOC/Covestro, or considered the access commitments sufficient in themselves.
• Implications for acquirers with State support. Preferential financing does not of itself preclude clearance, and a constructive approach can lead to workable outcomes. Acquirers should be ready to show how any subsidies could, or could not, reach the EU target, and how that channel can be ring-fenced, for example through financing restrictions, market-terms dealings or equal-terms access to shared services.
• Build the FSR into deal planning from day one. Clearance under one regime offers no assurance under another: here, a deal cleared on competition and FDI grounds still required a decade of FSR commitments. As we have noted previously, these regimes increasingly operate as an interconnected toolkit with blurring boundaries. Without an EU merger filing, the FSR still let the Commission address its “competition concerns” through merger-style access remedies. Dealmakers should anticipate a multi-layered regulatory approach and plan filings, deal protections and remedy options across all three regimes from the outset.

The Mayer Brown team offers a distinctive combination of in-depth and global experience in FSR, FDI, and merger work. With our established relationships with key stakeholders at EU and Member State level, we are well placed to help businesses from Europe and around the world navigate an increasingly complex EU regulatory landscape.