Freshfields and Hengeler Mueller at the heart of the battle for Commerzbank
Unicredit has launched a €35 billion takeover bid for Commerzbank, Germany’s bank, in a deal that has immediately sparked controversy both in Germany and across Europe. Widely regarded by analysts as one of the most significant banking transactions in recent years, the operation pits two of the continent’s leading financial institutions against each other and has triggered a high-profile legal and strategic battle.
Two law firms are leading the respective legal fronts: Freshfields is advising Unicredit on the acquisition, while Hengeler Mueller is defending Commerzbank and supporting its independence strategy.
Hengeler Mueller: years of trust alongside Commerzbank
The relationship between Hengeler Mueller and Commerzbank predates this dispute. The German firm has advised the bank for years on key matters, particularly in M&A, capital increases, and capital markets law. This long-standing relationship now forms the backbone of Commerzbank’s resistance to UniCredit’s approach.
Among the most significant mandates in recent years is the acquisition of Comdirect: in 2019-2020, Hengeler advised Commerzbank on the purchase of a stake from Petrus Advisers, the subsequent public tender offer, and the eventual squeeze-out of minority shareholders. The firm also advised the bank on major capital markets transactions, including a placement of approximately €1.4 billion.
Now, in 2026, the same firm finds itself on an even more demanding stage. Hengeler Mueller is at the forefront of Commerzbank’s defence against UniCredit’s €35 billion bid, supporting the bank in pursuing its strategy of independence and managing the complex regulatory and corporate law implications of the battle.
Freshfields: Unicredit’s legal weapon
On the opposite side, Unicredit has turned to Freshfields to navigate the complex cross-border M&A transaction. The international firm, renowned for its top-tier presence in major European deals, is supporting the Italian bank across all phases of the bid, from structuring to regulatory negotiations.
The choice of Freshfields reflects the highly international nature of the operation: an Italian institution seeking to acquire Germany’s second-largest bank by market capitalisation demands multi-jurisdictional expertise, the ability to engage with supervisory authorities across different countries, and proven experience in hostile transactions of this scale.
A legal duel mirroring the banking battle
Beyond the financial rationale, the Unicredit-Commerzbank contest is also – and perhaps above all – a clash between legal systems, corporate cultures, and competing visions of European capitalism. The fact that two firms of such calibre – one with global reach like Freshfields, the other deeply embedded in Germany’s industrial and financial fabric like Hengeler Mueller – are at the centre of the operation only underscores its historic significance.
The outcome of the bid remains uncertain. But one thing is already clear: whatever the verdict of the market and the regulators, the lawyers on both sides will have written an important chapter in the history of European M&A law.
