Commerzbank’s Defensive Fortress Faces a May Test as Regulator Cracks Down on UniCredit’s Tactics

Germany's BaFin halts UniCredit's 'misleading' ads; Commerzbank unveils 2030 plan, faces May AGM battle as takeover tension peaks.

The battle for control of Commerzbank is entering a decisive phase, with the German lender’s management racing to prove it can thrive independently while its largest shareholder faces an unusual regulatory rebuke. The coming weeks will see a trio of pivotal events that could determine whether Frankfurt’s second-largest private bank remains German or falls into Italian hands.

BaFin Draws a Red Line on Social Media Warfare

Germany’s financial regulator, BaFin, delivered a sharp setback to UniCredit on April 24, ordering the Italian bank to halt what it deemed misleading advertising targeting Commerzbank. The watchdog took the rare step of intervening under the Securities Acquisition and Takeover Act after UniCredit ran social media ads portraying Commerzbank as “neglected,” “unsafe,” and “short-term oriented” while presenting itself as “strong” and “leading.” BaFin described the campaign as sensationalist and biased, and the ads have since been taken down. A deliberate violation could trigger a fine.

The ruling adds a new layer of tension to a takeover saga where UniCredit already controls 26.77% of Commerzbank shares directly, rising to 29.99% through financial instruments. That places it just a hair’s breadth below the 30% threshold that would trigger a mandatory offer for all remaining shareholders.

A Pivotal May Calendar

For Commerzbank’s leadership, the action now condenses into a tight window. On May 8, CEO Bettina Orlopp will unveil first-quarter results alongside a strategic update that extends to 2030. The bank has set an ambitious target of €4.2 billion in net profit by 2028, underpinned by cost cuts and higher fee income. Market observers expect concrete details on headcount reductions, with reports suggesting the previously announced plan to eliminate 3,900 full-time positions by 2028 may be expanded. Any new job cuts must still be negotiated with labor representatives.

Just twelve days later, on May 20, the annual general meeting in Wiesbaden promises to be a direct power struggle between management and its largest single investor. The board has proposed a dividend of €1.10 per share — a roughly 70% increase from the prior year — and will seek approval for a new authorization to buy back up to 10% of share capital. Combined with completed programs, the bank plans to return approximately €2.7 billion to shareholders for the past financial year. If approved, the dividend will be paid on May 26.

The Cost of Independence

The strategic overhaul is widely seen as a defensive maneuver against UniCredit’s creeping advance. Works council chief Sascha Uebel has thrown his weight behind the independence strategy, arguing that a standalone restructuring would cost significantly fewer jobs than integration into the Italian group. “We are preparing for further savings and possibly additional job cuts as part of our strategy implementation,” Uebel said, while insisting the impact would be far milder under Commerzbank’s own management.

The market has rewarded the bank’s resilience. Commerzbank shares have climbed nearly 13% over the past 30 days to €35.45, comfortably above their 200-day moving average. However, technical indicators flash a warning: the relative strength index stands at 80, suggesting the recent rally is overstretched. How investors react to the May 8 update will hinge on whether Orlopp can deliver a convincing standalone narrative — or whether the numbers inadvertently hand UniCredit fresh ammunition.