UniCredit, Italy's largest bank, has effectively taken control of one of Germany's most important lenders without paying what Commerzbank's own chair calls an adequate price. Now the man who oversaw that loss is asking German lawmakers to rethink the rules that allowed it to happen.

Jens Weidmann, who chairs Commerzbank's supervisory board, told the German newspaper Sueddeutsche Zeitung this weekend that the Italian bank's approach exposed a serious gap in German takeover law. The core of his complaint: UniCredit secured majority control of Commerzbank while making what he described as a "financially unattractive offer," and without paying shareholders a premium that would normally reflect the value of control.

How you can win without really winning anyone over

The numbers tell a striking story. Of roughly 73% of Commerzbank shares that were eligible to be tendered to UniCredit during the offer period, fewer than 18% actually were. Ordinary shareholders, both institutional funds and retail investors, contributed less than 3 percentage points of that total. The bulk came from banks linked to UniCredit itself.

That means UniCredit crossed the threshold for majority influence not by convincing Commerzbank's investors that the deal was a good one, but by leveraging its own affiliated holdings. The result is a company now under Italian control, with most of its independent shareholders having voted with their feet by not tendering their shares at all.

Weidmann put it plainly: "UniCredit was thus able to achieve a majority with a financially unattractive offer without paying an appropriate control premium. That raises questions about takeover law in Germany, which lawmakers may want to examine."

The deal is not fully settled yet. Regulatory approvals are still required before UniCredit can formally take possession of the tendered shares. But Commerzbank's resistance campaign, which ran for months, effectively collapsed in July after UniCredit gradually accumulated a 48% stake, large enough to determine the outcome of shareholder votes regardless of what the board wanted.

Why this matters beyond Frankfurt

For ordinary people, a bank changing hands in a foreign deal can feel abstract. But Commerzbank is not a niche institution. It is one of Germany's largest lenders, deeply embedded in the financing of German businesses, particularly midsize manufacturers and exporters that form the backbone of the German economy.

When control of that kind of bank shifts to a foreign parent, questions about lending priorities, branch networks, and long-term investment in German operations become real and practical. Weidmann's argument, that Germany as a business location has an interest in who controls its banking infrastructure, reflects this concern directly.

That is also why he said the German government should hold onto its own Commerzbank stake for now, even though that stake originated as part of a crisis-era bailout during the 2008 global financial crash. "The stake was part of a rescue measure, so the federal government should eventually withdraw," he said, but added that in the current moment it makes sense for the government to remain a shareholder "in order to actively represent the interests of Germany as a business location."

The deeper issue Weidmann is pointing at is structural. In most takeover frameworks, the moment a buyer acquires majority control of a company, it triggers an obligation to offer remaining shareholders a fair exit price, one that reflects the premium a buyer is expected to pay for the privilege of control. If UniCredit was able to sidestep the spirit of that rule by concentrating affiliated holdings, German law may have a gap that future acquirers, including potentially more aggressive ones, could exploit just as efficiently.

Whether Berlin actually revisits those rules is a different question. Regulatory reform moves slowly, and the deal is already largely done. But the fact that a former Bundesbank president is publicly demanding a legal review suggests the discomfort in Germany runs considerably deeper than one boardroom.