All the lawyers behind the Unicredit-Commerzbank deal
Unicredit has successfully wrapped up its voluntary public tender and exchange offer for Commerzbank, ending up in control of a stake that effectively hands it command of the German bank’s shareholder meetings. The final results, released on Wednesday, July 8, confirm the success of a cross-border operation that CEO Andrea Orcel has been driving for months, overcoming initial resistance from Frankfurt’s management and the German government. It stands as one of the most significant attempts at European banking consolidation in recent years.
Overseeing the legal side of the deal for Unicredit was general counsel Rita Izzo (pictured), involved since her time as interim head of the group’s legal function and present from the Italian bank’s very first entry into Commerzbank’s capital with a 9% stake. On the German side, Commerzbank’s in-house legal team was led by Group General Counsel Christian Wagner, supported by Benedikt Leffers, Head of Group Legal Corporate/Supervisory Law.
Looking at the numbers behind the operation, acceptances of the offer reached 17.60% of Commerzbank’s share capital. Added to the 26.77% stake Unicredit already held and the 3.22% covered by derivative contracts, the bank led by Orcel reached an overall holding of 47.59%. Given Commerzbank’s commitment to cancel its treasury shares, the effective stake rises to 49.65% of voting rights, a threshold that effectively secures Unicredit control over shareholder meeting decisions. Attention now turns to completing the regulatory approval processes needed for the full exercise of those rights, in a deal that remains politically sensitive along the Milan-Berlin axis.
The external advisors
On the external advisors’ side, Unicredit relied on a dual legal structure. For matters of Italian law (corporate, capital markets and regulatory issues tied to structuring the offer) the firm Cappelli Riolo Calderaro Crisostomo Del Din & Partners acted for the Milan-based bank, with a team led by senior partners Roberto Cappelli and Michele Crisostomo and also including Gabriele Buratti, Guido Masini, Alessandro Antoniozzi, Guido Bartolomei, Alessandra Davoli, Marco Renzi, Giulia Sforza, Maria Chiara Cappelli, Alessandro Zeppieri and Bianca Casini.
For the cross-border aspects, the international structuring of the offer and European antitrust issues, Freshfields stepped in, with lead partner Rick Van Aerssen supported by partners Sabrina Kulenkamp and Janina Heinz and associates Nils Pelzner and Alicia Hildner on the corporate side, while lead partner Gian Luca Zampa, partner Frank Roehling, counsel Alessandro di Giò and associates Michael Tagliavini, Ignazio Pinzuti, Malte Symann and Johann Von Pestalozza handled antitrust matters.
On the opposite side, defending Commerzbank’s management and supervisory boards, German firm Hengeler Mueller was led by Hartwin Bungert together with partners Daniela Favoccia and Christian Strothotte; Dirk Bliesener handled banking regulatory matters, Thorsten Mäger and Matthias Rothkopf covered antitrust, while Jan Bonhage and Dirk Uwer took care of public law issues, including communications with BaFin.
