Regulatory Twin Blow: BaFin Probe and Italian Capital Rule Raise Stakes in Commerzbank Takeover Battle
Published on 06/24/2026 at 15:32 | Redaktion boerse-global.de
The battle for Commerzbank is escalating on two regulatory fronts. While Bettina Orlopp has called in Germany’s financial watchdog BaFin over alleged market manipulation by UniCredit, Italy’s central bank is simultaneously tightening the screws on the Milan-based lender’s capital requirements. The combined pressure threatens to make UniCredit’s hostile push both legally riskier and financially more expensive.
Orlopp’s complaint centres on the tender results UniCredit reported after the regular offer period closed in mid-June. The Italian bank claimed it had secured 12.51% of Commerzbank shares via the offer, a figure Frankfurt’s management deems implausible given that the bid price sat well below the prevailing market rate. Selling at a discount makes no sense for rational investors, the argument goes. Compounding the suspicion, UniCredit had already locked in access to 16.4% of the shares through complex derivative instruments. Commerzbank now suspects those same derivatives were merely shifted internally to fabricate an artificial surge in demand.
UniCredit chief Andrea Orcel has fired back, rejecting the accusations outright and indirectly threatening to oust the Commerzbank board if it continues to block a merger. Orcel’s camp currently controls access to roughly 42.5% of the voting rights, a figure that includes both directly held shares and derivative positions. The extended acceptance period runs until 3 July 2026, giving shareholders more time to tender their stock.
Should investors sell immediately? Or is it worth buying Commerzbank?
A fresh regulatory snag emerged from Italy. According to a Reuters report, Banca d’Italia has classified UniCredit as systemically important and since early 2026 has required the bank to hold an additional capital buffer of 1.25% of risk-weighted assets. That requirement eats into the financial firepower UniCredit needs to fund further Commerzbank purchases. Every additional percentage point of Commerzbank equity that UniCredit acquires will now consume more of its own capital, a constraint that could cool the aggressor’s appetite.
Commerzbank is not waiting idly for the regulator to do its work. At the annual general meeting in May, shareholders authorised the board to buy back up to 10% of the company’s share capital through 2031, steadily shrinking the free float and making it harder for UniCredit to accumulate cheap stock. Berlin is lending a hand too: the German government intends to hold onto its remaining 12% stake for now, further stabilising the shareholder register.
Despite the legal and regulatory drama, the stock has proved surprisingly resilient. On Tuesday, the shares closed at €37.79, and they have since edged up to €38.07 — just 2% shy of the 52-week high of €38.85. The price sits comfortably above both the 200-day moving average of €34.07 and the 50-day average of €36.25, reflecting a year-to-date gain of roughly 31%. Investors appear to be pricing in a takeover premium while discounting the noise.
The final act of this saga will not play out until autumn 2026, when the European Central Bank rules on whether UniCredit should be deemed a controlling shareholder. For now, the immediate date to watch is 3 July, when the extended offer period closes and the true size of UniCredit’s Frankfurt package will be known. Between a BaFin investigation, a capital squeeze from Banca d’Italia, and a shrinking free float, Orcel’s road to control is getting steeper by the day.
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