Commerzbank takeover: BaFin fines UniCredit partner

The German financial watchdog BaFin has imposed a fine of 320,000 euros on Japanese investment bank Nomura. Nomura failed to submit required voting rights notifications regarding Commerzbank on time in May and June 2026, the regulator said on Tuesday. The authority described the case as a "breach of supervisory duties in connection with violations of the Securities Trading Act".

Derivatives play an important role

Nomura agreed a so-called total return swap with UniCredit, among other things. This allows the Italians to have a total of 2.44 percent of Commerzbank shares delivered physically or paid out in cash at their equivalent value by May 2027.

In addition, Nomura carried out further derivative transactions during the takeover offer and acquired Commerzbank shares. At times, the Japanese institution had access to more than 8 percent of Commerzbank shares, according to its own voting rights notifications.

In July, UniCredit reached a stake of 47.6 percent as part of its takeover offer. The European Central Bank has since approved the planned takeover. However, further regulatory steps are still pending.

Seven notifications corrected retroactively

BaFin does not expressly object to the derivative transactions or share purchases as such, but rather to the violation of the statutory reporting obligations. Under German securities trading law, investors must notify the affected company and the financial regulator within four trading days when they reach, exceed, or fall below certain ownership thresholds.

The obligation is also considered breached if a notification initially submitted on time is incorrect and must later be corrected.

In Nomura's case, a total of seven voting rights notifications submitted between early May and early June were subsequently corrected on June 17. Based on the information available, these were mostly minor adjustments.

In cases of such violations, BaFin could theoretically impose fines of up to 10 million euros or 5 percent of annual revenue. The penalty announced now is well below that level.

Nomura told Reuters that it does not comment on the details of its exchanges with the regulators. However, the company takes compliance with regulatory requirements very seriously. Nomura can appeal the fine.

UniCredit brings outsourced business back in-house

Meanwhile, the Italian major bank is pushing ahead with the restructuring of its own business units. As UniCredit confirmed a Reuters report on Tuesday, it plans to take back in-house parts of its securities services that were outsourced to French bank Société Générale 20 years ago.

The affected unit is part of Société Générale Securities Services and has 54 employees in Milan and Turin. They are expected to move to UniCredit no earlier than January 2027. Société Générale took over the business in 2006. The relevant service contract was most recently extended in 2017 through the end of 2026.

With this move, UniCredit wants to reduce its dependence on external service providers and standardize its securities processing more strongly in Italy and Germany. In total, more than 200 new roles are planned as part of the relevant transformation program. Financial details of the agreement were not disclosed.

Billion-euro bond will be repaid early

Another measure concerns the bank's funding. UniCredit announced on Tuesday that it will fully repay a green senior bond originally due in November 2027, worth 1 billion euros, on November 15, 2026. The bond, issued in 2022, will be repaid at face value plus accrued interest.