Regulatory Roadblocks Prevent UniCredit From Converting 49.7% Commerzbank Voting Stake Into Control
Published on 07/14/2026 at 04:34 | Redaktion boerse-global.de
UniCredit now controls 49.7 percent of Commerzbank’s voting rights and 47.6 percent of its capital, yet full control remains elusive. The Italian lender cleared one legal obstacle this week when the Frankfurt public prosecutor’s office declined to open a market manipulation investigation — a complaint filed by Commerzbank’s works council — but a thicket of regulatory and structural barriers still stands between UniCredit and outright command of Germany’s second-largest private bank.
The actual tender acceptance by independent investors was just 12.51 percent by the 9 July deadline, with the bulk coming from other banks rather than the free float. Commerzbank has accused UniCredit of artificially inflating its position through derivatives, and Germany’s financial watchdog BaFin forced the Italian group to disclose its short-derivative holdings, suggesting the true economic exposure is lower than the headline figures imply. The German government, which retains a 12 percent stake, continues to reject any sale, leaving the power balance unresolved.
Bettina Orlopp, Commerzbank’s chief executive, sought to downplay the significance of UniCredit’s expanded voting rights in an interview with the Frankfurter Allgemeine Zeitung. “A voting majority does not mean full control for a long time yet,” she said, noting that the rights only become effective once the European Central Bank grants approval. Orlopp stressed that without a domination agreement, merger or squeeze-out, she must act independently to protect minority shareholders. “Real value only comes through synergy, and that requires broad agreement from management, the supervisory board, employee representatives and the federal government,” she added.
Should investors sell immediately? Or is it worth buying Commerzbank?
While the takeover battle simmers, Commerzbank is pressing ahead with operational changes. The migration of its card portfolio from Mastercard to Visa, announced in February 2025, is rolling out in tranches. Customers who decline the switch risk having their card cancelled, while those wanting to stay with Mastercard must upgrade to a premium account costing €12.90 a month. Orlopp’s defence strategy also includes moderate job cuts and higher financial targets under the Momentum 2030 programme. Separately, the ECB has demanded an additional 2 percent capital buffer for commercial real estate loans since July, limiting the bank’s payout capacity. On the litigation front, a joint lawsuit with Deutsche Bank and HVB against industrial gas group Linde over a failed Russian project heads to court this week, with Commerzbank’s exposure at around €100 million of the total €800 million claim.
The stock remains buoyant, closing at €38.45 on Monday — just 1.03 percent below its 52-week high of €38.85 set on 19 June. Over the past week it has gained 0.92 percent, with a monthly advance of 6.33 percent. Year-to-date the shares are up 5.31 percent, and over 12 months they have climbed 33.51 percent. The 30-day relative strength index of 59.4 suggests no overheating, while the stock trades 3.99 percent above its 50-day moving average of €36.97 and 11.64 percent above the 200-day average of €34.44. Market capitalisation stands at €42.37 billion, underscoring what is at stake for UniCredit if the takeover attempt gains fresh momentum.
All eyes now turn to 6 August, when Commerzbank reports second-quarter earnings. Until then, the power struggle with UniCredit will dominate — and the regulatory hurdles to a full takeover look higher than the mere size of the Italian group’s voting stake might suggest.
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