Commerzbank CEO Insists on Independence as UniCredit’s Stake Grows and Legal Hurdle Clears
Published on 07/13/2026 at 21:07 | Redaktion boerse-global.de
Bettina Orlopp, chief executive of Commerzbank, has drawn a firm line under the takeover battle with UniCredit, arguing that a large shareholding does not equate to control. Her comments came as the Italian lender confirmed it had secured access to 47.59 percent of Commerzbank shares after the tender offer closed on 8 July 2026 — a figure that includes derivative-based rights. Yet Orlopp insists she must continue to act independently as long as no domination agreement, merger or squeeze-out is in place.
“As long as there is no domination agreement, no merger, no squeeze-out, I have to act independently because there are minority shareholders I must protect,” she told the Frankfurter Allgemeine Zeitung. Without such legal steps, she argued, genuine value creation can only come from synergies that require broad consensus among management, the supervisory board, employee representatives and the German state — which remains Commerzbank’s second-largest shareholder.
The CEO’s defiance comes against a backdrop of surprising legal relief for UniCredit. On 11 July, the Frankfurt public prosecutor’s office rejected a criminal complaint filed by Commerzbank’s works council alleging market manipulation through stock lending. The prosecutor stated there were “insufficient factual indications of a criminal offence.” The complaint had centred on suspicions that UniCredit inflated its tender acceptance rate by borrowing shares, particularly as the offer price long lagged the market price.
UniCredit’s effective voting power is even higher than its disclosed stake suggests. Because Commerzbank holds its own shares without voting rights, the Italians already command 49.65 percent of the voting rights — a whisker away from an absolute majority. Still, Orlopp noted that regulatory approval from the European Central Bank is pending before those voting rights can be exercised, and that UniCredit remains far from the 75 percent threshold needed for major shareholder resolutions.
Should investors sell immediately? Or is it worth buying Commerzbank?
Free-float investors appear to have largely snubbed UniCredit’s overture. Orlopp revealed that less than a third of Commerzbank’s free float — which represents around 70 percent of total shares — tendered their stock. That suggests many shareholders are betting on a continued independent turnaround or a higher price later.
The CEO defended her two-year defence strategy against suggestions it had failed. When the bank launched its current plan in September 2024, she said, the stock price was not where it belonged. Since then, Commerzbank has delivered on its promises: a record year in 2025 and a doubling of the share price from February 2025 levels.
Despite the political drama, the stock remains in solid technical territory. Shares traded at €38.50 on Monday, down 0.44 percent from Friday’s close of €38.67 but still within striking distance of the 52-week high of €38.85 hit on 19 June. Over the past seven days the stock has gained 1.21 percent, while the 30-day advance stands at 4.73 percent. Year-to-date the shares are up 5.45 percent, and over 12 months they have rallied 33.68 percent.
Commerzbank at a turning point? This analysis reveals what investors need to know now.
The current price sits comfortably above both the 50-day moving average of €36.98 and the 200-day average of €34.44. The relative strength index of 59.9 points to moderate buying pressure without overheating.
The next major catalyst arrives on 6 August 2026, when Commerzbank reports second-quarter earnings. Until then, the stand-off between Orlopp and UniCredit will remain the dominant narrative — and the regulatory gauntlet required for a full takeover looks far taller than UniCredit’s equity haul might suggest. For now, the CEO is betting that legal and governance barriers will buy her enough time to keep the bank independent.
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