Financial supervision: Bafin punishes investment bank Nomura for transactions relating to the Commerzbank takeover

The financial regulator Bafin is taking action against the Japanese investment bank Nomura because of transactions relating to the takeover of Commerzbank by Unicredit. Bafin announced on Tuesday that the authority had imposed a fine of 320,000 euros on Nomura.

“The reason was a breach of supervisory duty in connection with violations of the Securities Trading Act,” said the German financial regulator. “Nomura did not submit voting rights notifications for Commerzbank in a timely manner during the period of Unicredit’s takeover offer for Commerzbank, specifically in May and June 2026.”

Nomura supports Unicredit in the purchase of Commerzbank. Among other things, the Japanese have agreed on a so-called total return swap with the Milan institute. This gives Unicredit the right to either physically deliver 2.44 percent of Commerzbank shares by May 2027 or have their equivalent paid out in cash.

As part of Unicredit's takeover bid for Commerzbank, Nomura also conducted numerous other derivative transactions and purchased Commerzbank shares. According to its own voting rights notifications, the institute temporarily had access to more than eight percent of Commerzbank shares.

According to Commerzbank, Nomura also offered shares to Unicredit as part of the takeover offer - just like other business partners of the Milan financial house. They have made a significant contribution to ensuring that the Italians will soon be able to take control of Commerzbank.

If all authorities have approved the takeover, Unicredit will soon control around 50 percent of the shares. Then the Milanese financial institution plans to exchange the capital side of the Commerzbank supervisory board at an extraordinary general meeting - and then also CEO Bettina Orlopp.

In its statement, Bafin does not fundamentally criticize Nomura's business, but only the late notification of voting rights. Shareholders must inform the issuer and Bafin within four trading days if their holdings exceed or fall below certain thresholds.

If a shareholder does not do this, he is violating the Securities Trading Act. “This also applies if a notification is made in a timely manner but does not meet the legal requirements and needs to be corrected,” emphasized Bafin.

This was the case with Nomura. On June 17th, the Japanese financial institution corrected a total of seven voting rights notifications about Commerzbank that the investment bank had submitted between May 7th and June 10th. However, there were no major changes, just minor adjustments.

Accordingly, the fine was comparatively low at 320,000 euros. Theoretically, Bafin can impose a fine of a maximum of ten million euros or up to five percent of the affected company's total turnover for violations of the Securities Trading Act.