Commerzbank Squeezed Between Russia Lawsuit and UniCredit’s Expanding Grip

Commerzbank finds itself navigating two distinct legal battlegrounds this week—a courtroom fight over a failed Russian gas project and the ongoing regulatory chess match with UniCredit—even as its shares trade just a whisker away from a 52-week peak. The stock edged up to €38.79, only six cents shy of the €38.85 high, as investors weighed a prosecutor’s decision to drop a market-manipulation probe against the Italian suitor and the opening of a Frankfurt trial over billions in stranded LNG guarantees.

The dispute stems from a prestige contract awarded in late 2021 to a Linde-led consortium to build a gas processing plant and LNG terminal at Ust-Luga on the Baltic Sea for RusChemAlliance, a Gazprom-linked entity. EU sanctions derailed the project months later, after RusChemAlliance had made advance payments exceeding €1 billion. Deutsche Bank, UniCredit, and Commerzbank had backed those payments with bank guarantees. Russian courts later ruled in favour of RusChemAlliance, paving the way for the guarantees to be called. The fallout cost Deutsche Bank roughly €244 million in Russian assets, Commerzbank around €90 million, BayernLB about €270 million, and LBBW some €50 million.

Now the three German lenders are suing Linde to recover those losses. According to Handelsblatt, the combined claims amount to roughly €810 million, with Deutsche Bank seeking €260 million—above its actual Russian hit—and UniCredit chasing €450 million against losses of about €460 million. The core question: who bears the cost of a project scuttled by sanctions—the contractor Linde or the banks that issued the guarantees? Commerzbank’s case is being heard separately at the Munich district court; a Frankfurt proceeding for the other banks got underway this Tuesday.

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While the Linde trial unfolds, Commerzbank’s leadership is also fending off UniCredit’s creeping control. The Italian bank confirmed on 8 July 2026 that it now has access to 47.59% of Commerzbank’s shares, including derivative rights. That came after the Frankfurt prosecutor’s office declined to open a criminal investigation into market-manipulation allegations, finding “no sufficient factual basis for the existence of a criminal offence.” The complaint had been filed by Commerzbank’s works council, which questioned whether UniCredit was genuinely receiving tendered shares given the offer price lagged the market.

In an interview with the Frankfurter Allgemeine Zeitung, Commerzbank CEO Bettina Orlopp pushed back on the notion that UniCredit already controls the bank. “For now nothing changes in the short term, because voting rights only become concretely available once the ECB has granted approval,” she said, noting that the Italian lender remains far from the 75% majority needed for a general meeting resolution. She stressed that without a domination agreement, merger or squeeze-out, the board must continue to act independently to protect minority shareholders. Orlopp also revealed that less than a third of the free float—roughly 70% of total shares—had been tendered to UniCredit, suggesting limited shareholder enthusiasm for the Italian offer.

On the price front, the stock has been on a strong upward trajectory. Over the past 30 days it has gained 6.33%, and year to date it is up 33.51%. The shares comfortably trade above both the 50-day moving average of €36.97 and the 200-day line at €34.44, signalling a healthy medium-term trend. The relative strength index of 62.5 points to steady buying pressure without overheating.

Commerzbank will report second-quarter results on 6 August 2026. Until then, the twin legal fronts—the Russian guarantee dispute and the regulatory dance with UniCredit—will keep the stock in a tight spotlight, with the Linde trial’s early hearings likely to offer the first clues on how German courts apportion liability for sanctions-broken deals.

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