UniCredit Considers German Board Members to Secure Commerzbank Acquisition
**UniCredit**, the Milan-based bank, is reportedly considering expanding German representation on its board to facilitate the acquisition of **Commerzbank**, according to the Financial Times. This move aims to address potential concerns from the German government and align with the significant contribution Germany would make to the combined entity's balance sheet.
Mitigating Opposition and Securing the Deal
The proposal involves reserving a "relevant proportion" of board positions for German nationals. This is a key part of ongoing negotiations and is intended to mitigate opposition from **Berlin** to the potential cross-border deal. The proposed takeover has already faced resistance from **Commerzbank's** board and the German government, which prefers Commerzbank's independence. UniCredit acquired a 29% stake in Commerzbank last September through shares and derivatives, signaling its strong interest in a full takeover.
UniCredit's Strategy and German Presence
**UniCredit CEO Andrea Orcel** has been transparent about his intention to pursue a complete takeover of Commerzbank until 2027. However, he faces resistance from German Chancellor Friedrich Merz and Finance Minister Lars Klingbeil, who object to an "unfriendly" takeover. To address these concerns, UniCredit is prepared to discuss various concessions, including board representation and keeping the headquarters of a combined entity with its subsidiary, **HypoVereinsbank (HVB)**, in Germany. UniCredit acquired HVB in 2005.
Challenges and Historical Context
Currently, no formal discussions are underway between the banks or with the German government. For the deal to progress, Commerzbank needs to engage in talks and find common ground with **UniCredit**. UniCredit has a history of board restructuring following acquisitions. After acquiring HVB, Dieter Rampl, HVB's CEO, became chair of UniCredit. However, Rampl's tenure faced challenges, including the removal of CEO Alessandro Profumo in 2010 and his own departure in 2012 due to board disputes. Governance changes are considered standard in such negotiations.
