Berlin Lost the Battle for Commerzbank

The German government spent two years trying to prevent Italy’s UniCredit from taking over Commerzbank. It failed. Now Berlin is negotiating over what will remain in Germany after a takeover. Finance Minister and SPD leader Lars Klingbeil met UniCredit CEO Andrea Orcel in person for the first time and presented him with a list of demands that Berlin prefers to describe publicly as “red lines”.

“We expect Commerzbank to remain a listed company headquartered in Frankfurt and to continue its strong Mittelstand business”, Klingbeil said after the meeting. Berlin also wants two seats on the supervisory board, protection for jobs and a corporate structure that reflects Germany’s importance within the future group.

The fact that Klingbeil is now trying to set conditions shows just how far UniCredit has already advanced. The Italian bank directly holds 26.77% of Commerzbank shares, while another 17.6% were tendered to it in the takeover offer and financial instruments give it access to an additional 3.22%. According to UniCredit, this gave the bank an overall economic position of 47.59%. After Commerzbank canceled its treasury shares in August, UniCredit’s position rose to as much as 49.65% of the bank.

You might be interested Germany’s Forgotten Treasure Trove

Berlin Let UniCredit In

The takeover has not yet been legally completed. The transfer of some shares still requires regulatory approval. But with close to half the voting rights, UniCredit is by far Commerzbank’s largest shareholder and can scarcely be ignored.

Ironically, it was Berlin that opened the door to the Italians. Germany rescued Commerzbank with taxpayer money during the financial crisis and subsequently held a stake of more than 15% for years. In September 2024, the government began reducing its holding and sold an initial block of shares that unexpectedly ended up with UniCredit. Berlin subsequently described the Italian bank’s approach as “aggressive” and “hostile”.

Concerns about UniCredit’s tough approach are not unfounded. The bank sees the potential for billions in savings from a merger, along with thousands of job cuts and a reduction in Commerzbank’s international network. Those are precisely the areas Klingbeil is now fighting to preserve.

German Banks, Foreign Owners

Commerzbank would not be the first well-known German bank to come under foreign control. HypoVereinsbank has belonged to Italy’s UniCredit since 2005. ING Deutschland is part of a group headquartered in the Netherlands, while Santander now operates as Openbank Deutschland and is wholly owned by Spain’s Santander Group. Consorsbank belongs to France’s BNP Paribas.

Nor is Targobank German in terms of ownership. It belongs to France’s Crédit Mutuel Alliance Fédérale, which also acquired 100% Oldenburgische Landesbank in early 2026. A German name and registered office therefore say little about where strategic decisions are ultimately made.

Deutsche Bank, above all, has remained independent. The Frankfurt-listed company has no foreign parent, although its shareholders are internationally dispersed. Postbank also belongs to the Deutsche Bank Group and ceased to be an independent major bank long ago.

You might be interested Why Are German Billionaires Afraid to Get Political?

Germany also retains the public and cooperative pillars of its banking system. The savings banks and Landesbanken are predominantly owned by municipalities and federal states. DKB is wholly owned by BayernLB, while DZ Bank is majority-owned by around 700 German cooperative banks.

Commerzbank, however, would be difficult to replace. It serves more than ten million retail customers, employs around 40,000 people and is one of the most important financiers of Germany’s Mittelstand. For many family businesses in particular, it is more than simply a provider of accounts and loans. It is their principal bank, with years of knowledge of their businesses, markets and risks. If Commerzbank falls under foreign control, the pool of major banks whose strategic decisions are made in Germany will shrink again.

That is why Klingbeil’s demands are about much more than the name on a Frankfurt skyscraper. The name, stock-market listing and legal headquarters could all remain while decisions about capital, staffing, branches and financing for German companies are made in Milan. Commerzbank would remain German on paper while economically becoming part of an Italian banking group.

Klingbeil has little chance of preventing that outcome now. He is instead negotiating over how much independence Commerzbank will retain after a takeover and how much UniCredit’s assurances will be worth once the Italian bank has secured full control.