ECB opens UniCredit’s path to Commerzbank control

On 15 October the European Central Bank (ECB), which supervises the eurozone's largest banks, allowed UniCredit to own more than 30% of Commerzbank with no upper limit. UniCredit says it expects to take control around year-end (UniCredit, ANSA). Commerzbank shareholders have already offered UniCredit their shares. UniCredit cannot vote any of them until the deal closes.

The ECB checked a narrow set of questions. EU rules direct the supervisor to vet a would-be major owner's reputation, finances and money-laundering risk, and to ask whether the target bank stays sound. The same rules bar it from judging a deal by a country's supposed economic needs (ECB banking supervision guide). Frankfurt therefore passed no verdict on Berlin's wish for a German owner, the resistance we covered in September (To Brief).

A near-majority that cannot vote yet

UniCredit's prospective position counts the shares offered in the bid (known as "tendered" shares) and others it has secured. Together they come to 47.59% of Commerzbank's capital but an estimated 49.65% of its voting rights (La Repubblica, Milano Finanza). The gap exists because Commerzbank holds some of its own shares, and German law gives those shares no vote (German Stock Corporation Act §71b). With fewer votes in play, each remaining share counts for slightly more.

A block just under half usually wins ordinary shareholder votes, because some investors never vote. That working control is what UniCredit wants. For now the offered shares sit in the bid's custody. They become UniCredit's votes only at settlement, the moment shares and payment actually change hands.

Brussels and Warsaw still have a say

The European Commission is examining whether the takeover would weaken competition, under case M.12405 (European Commission). Its initial review reportedly ends on 16 November (Reuters). It can clear the deal or demand remedies, meaning conditions such as selling parts of the business. It can also open a deeper probe into whether customers keep enough choice where both banks compete.

Poland matters because of mBank, a listed Polish lender in which Commerzbank held 69.02% at the end of 2025 (mBank). Polish law can oblige anyone who gains dominance over a listed company, including through its parent, to offer to buy out the other shareholders (Polish Public Offering Act). In plain terms, taking control of Commerzbank could mean having to bid for the mBank shares held by outside investors.

Staying just under half of Commerzbank's votes might keep UniCredit clear of that duty. That is an inference, not a disclosed strategy. The open question is whether Poland's financial supervisor, the KNF, treats a block this large as dominance anyway. Polish regulatory approval for mBank is also among the offer's conditions (UniCredit offer document).

Commerzbank staff, German borrowers and UniCredit's owners

Berlin keeps a stake of roughly 12% (Commerzbank). That gives it a voice on headquarters, jobs and lending to the Mittelstand, Germany's small and medium-sized firms. It gives no veto over who buys shares.

Workers face the least predictable outcome. In March the Ver.di union warned that more than 10,000 jobs were at risk, though UniCredit has announced no such plan (Die Zeit). Savings in bank takeovers typically come from merging overlapping branches, IT systems and back offices, so any cuts would most likely land there. Nothing in the ECB's approval addresses that question.

UniCredit's own shareholders face a different trade. UniCredit pays in newly issued shares, so each existing owner ends up with a smaller percentage of a bigger bank, an effect called dilution. Whether that pays off depends on the combined bank earning more on its capital. An ECB review published in November 2021 found that only about 57% of euro-area bank deals after the financial crisis improved return on equity, meaning profit relative to shareholders' capital (ECB). That record is slightly better than a coin toss.

The ECB's decision makes control possible if the remaining conditions clear. The tendered votes stay locked until then, and the effects on jobs and credit remain unresolved. The Commission owes the first answer, on customer choice, by mid-November. The KNF owes one on mBank. UniCredit has yet to say what it plans for Commerzbank's staff.