Commerzbank's Two-Front Battle: A Creeping Italian Stake and a 2008 Tax Ghost

UniCredit's potential stake nears 50% as Commerzbank posts record profits; Cum-Ex indictment adds legal overhang.

The numbers tell one story — a bank trading within a hair's breadth of its 52-week high, posting record profits and raising its outlook. The courtroom and the boardroom tell another. Commerzbank finds itself squeezed between an accelerating takeover push from UniCredit and the slow-burning legal fallout of Germany's Cum-Ex scandal era, with a fresh indictment now adding to the pile.

Frankfurt prosecutors have charged four former employees over alleged aggravated tax evasion linked to Cum-Ex trades dating back to 2008, with the suspected tax damage put at more than €20 million. The case reaches deep into the bank's history but touches only a small circle of retired staff — operationally, current management is unaffected. Still, it serves as a reminder that Germany's long-running dividend-stripping scandal continues to generate legal aftershocks even as the industry has moved on.

The Stake That Keeps Growing — Without a Single Purchase

The legal news lands at a moment when the ownership question is shifting in ways that are purely mechanical yet strategically significant. UniCredit's potential voting stake has climbed to 49.65 percent — up from 47.59 percent — not because the Italians bought a single additional share, but because Commerzbank completed the cancellation of 4.14 percent of its own stock from earlier buyback programs last week. Roughly 3.36 percentage points of that position is hedged via derivatives, and the bank's regulatory filing puts the new total voting rights figure at 1,080,847,095.

The arithmetic now puts Milan within striking distance of the 50 percent threshold without a formal majority takeover having been completed. It's a technical adjustment, but one that sharpens the political and strategic calculus on both sides.

Weidmann's Warning: Cost Cuts and a Critique of Takeover Law

Commerzbank's supervisory board chairman, Jens Weidmann, used a Sunday appearance to sound the alarm about what a change of control would mean operationally. To hit UniCredit CEO Andrea Orcel's targeted €1.3 billion in savings within twelve months, Weidmann argued, significant reductions would be needed in Germany too. The warning shifts the conversation beyond the takeover question itself toward what a new owner would actually do with the bank and its workforce.

Weidmann also took aim at Germany's takeover rules. Of roughly 73 percent of Commerzbank shares that UniCredit could theoretically have been tendered, only about 18 percent actually were. Large and retail investors combined contributed less than three percent. "This is how UniCredit achieved a majority with a financially unattractive offer without paying an appropriate control premium," he said, calling for a review of the current framework.

At the same time, he advised the federal government to hold onto its remaining stake of around 12 percent for now, arguing that the state should continue to actively represent German locational interests during this phase.

A Berlin Meeting as the Next Test

The political temperature is set to be tested on September 14, when Finance Minister Lars Klingbeil meets Orcel in Berlin for talks on the Italian bank's takeover intentions. Media reports frame the meeting as the first signal of the government's willingness to engage — a notable shift after Berlin had already trimmed its position. Since that reduction, the share price has gained 4.2 percent.

There are signs of thaw on the corporate side as well. Weidmann has signaled openness to strategic discussions with the Italians, and CEO Bettina Orlopp has internally indicated a willingness to exchange views with UniCredit. The regulatory path, meanwhile, is advancing: BaFin has deemed UniCredit's application for a majority stake complete and forwarded it to the ECB, which now holds the decision. Market estimates suggest control could pass in autumn 2026 or early December, with Orcel himself hoping for regulatory approval possibly as early as the fourth quarter of 2026.

Record Earnings Provide the Backdrop

The ownership drama is unfolding against a backdrop of exceptional operational performance. First-half 2026 net income jumped roughly 40 percent to a record €1.81 billion, while second-quarter net profit surged 94 percent to €898 million. Revenues climbed 7 percent to €6.52 billion. Management has lifted its full-year net income guidance to at least €3.4 billion and unveiled an updated "Momentum 2030" strategy with ambitious targets through the end of the decade.

The market is paying attention. The shares closed Wednesday at €40.68, just 0.8 percent below the 52-week high of €41.00, and sit more than six percent above the 50-day average of €38.27. Investors appear to be pricing in both the bank's operational strength and a growing likelihood of an orderly resolution to the UniCredit standoff.

The next scheduled checkpoint is the third-quarter interim report on November 26, which should show whether the momentum holds. Whether Weidmann's warnings about cost cuts strengthen Commerzbank's negotiating hand or merely slow the process will become clearer once the ECB rules on UniCredit's application — while the Cum-Ex indictment runs its own course, entirely independent of the takeover poker.