Banken und Versicherungen: Commerzbank – BaFin verbietet Versicherungsverträge und mehr

The German financial regulator BaFin has prohibited Italian banking group UniCredit from publishing critical advertisements targeting Commerzbank during its ongoing takeover attempt, citing violations of securities acquisition law.

BaFin acted on Friday evening after UniCredit released social media advertisements that described Commerzbank as “neglected,” “unsafe,” and “short-term oriented,” while portraying a UniCredit-led Commerzbank as “strong,” “competitive,” and a “leading provider.” The regulator determined these ads contained unsubstantiated assumptions about Commerzbank’s financial situation and were presented in a sensationalist and unsachlich (factual) manner.

The advertisements were published on Meta platforms including Facebook and were accessible across the European Union. UniCredit has since removed the ads, but BaFin emphasized that the prohibition extends to any similar criticism of Commerzbank’s economic position, including statements made by UniCredit CEO Andrea Orcel during a recent investor call.

BaFin’s intervention is grounded in Section 28 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), which restricts misleading or speculative advertising during takeover proceedings. The regulator stated its goal is to prevent market distortions and ensure clarity about permissible communication in acquisition contexts.

UniCredit acknowledged that some phrasing in the ads was ambiguous but defended the campaign as intended to convey a “positive vision” for Commerzbank under its ownership. The bank criticized BaFin’s characterization of the ads as overly aggressive and claimed the regulator had adopted a personally charged tone in its assessment.

The takeover bid, announced earlier, aims for UniCredit to initially acquire more than 30 percent of Commerzbank’s shares to gain blocking minority rights, with the intent to increase its stake further thereafter. Commerzbank’s CEO Bettina Orlopp has publicly opposed the sale, framing the resistance as a defense of the bank’s independence.

BaFin warned that non-compliance with its order could result in fines for UniCredit. The regulator said it would monitor adherence closely and enforce penalties if the bank fails to cease the prohibited form of communication.