UniCredit’s Orcel seeks ouster of Commerzbank CEO, rejects Berlin’s board demands

German Finance Minister Lars Klingbeil said on Tuesday that Berlin intends to secure representation on UniCredit's governing bodies, setting the stage for a protracted negotiation over the Italian bank's takeover of Commerzbank.

Klingbeil Draws Red Lines After Orcel Meeting

The announcement followed a face-to-face meeting on Monday between Klingbeil and UniCredit CEO Andrea Orcel in Berlin — the first direct encounter between the two since the Italian lender began its pursuit of Germany's second-largest private bank. Both sides described the talks as "constructive," according to Reuters. Klingbeil said the government expects Commerzbank to remain a listed company headquartered in Frankfurt and to continue its lending to Germany's Mittelstand, the backbone of small and medium-sized enterprises.reuters+2

The German government, which holds a 13.3% stake in Commerzbank dating back to a financial crisis-era bailout, has insisted on retaining two seats on the supervisory board. But Orcel opposes that demand, three people familiar with the matter told Reuters, in what has become a central point of friction.reuters+2

Orcel Pushes for Leadership Changes

The tensions extend beyond board seats. Reuters reported on Tuesday that Orcel wants Commerzbank CEO Bettina Orlopp to step down, part of a broader push to reshape the German lender's leadership as UniCredit moves closer to completing its acquisition. UniCredit has raised its stake in Commerzbank to roughly 50% after launching a voluntary exchange offer in March.marketscreener+2

Among the options being discussed is a reverse merger of UniCredit's German subsidiary HVB into Commerzbank, which would allow Commerzbank to remain listed on the DAX while lifting UniCredit's effective stake to around 70%, with the German state retaining approximately 8%. The arrangement could deliver pre-tax synergies estimated at €2 billion.marketscreener

A Shift From Outright Opposition

The meeting marks a notable evolution in Berlin's stance. As recently as June, Germany's Finance Agency rejected UniCredit's €39 billion bid, calling the approach "aggressive" and backing Commerzbank's independence. The shift toward direct engagement with Orcel — initiated by Klingbeil's invitation in late August — suggests the German government has accepted that blocking the deal outright is no longer viable and is instead focused on extracting concessions on jobs, governance, and the bank's role in the German economy. Further meetings are expected in the weeks ahead.zeit+4