BaFin fines Nomura €320,000 over late Commerzbank voting-rights notices

Germany’s BaFin has imposed a €320,000 administrative fine on Nomura Holdings Inc. after late voting-rights notifications concerning Commerzbank. Its 20 October announcement identifies a failure of supervisory duties during UniCredit’s takeover-offer period in May and June 2026.[1]

The order was made on 15 October. BaFin’s formal measure cites the supervision requirement in Germany’s administrative-offences law alongside securities-law provisions covering voting rights, instruments and aggregation. The company retains the right to appeal.[2]

Section 33 of the Securities Trading Act requires notification to both the issuer and BaFin without undue delay, with an outer limit of four trading days. The clock depends on actual or required knowledge of a threshold crossing. The starting threshold for voting rights is 3%.[3]

Instrument reporting reaches further than shares already held. Section 38 covers qualifying acquisition rights and instruments with comparable economic effect, whether or not they provide physical delivery. Its thresholds exclude 3%. Section 39 separately tests the combined reportable voting-rights and instrument position.[4][5]

For an institution operating equity and derivatives desks, those provisions make reconciliation across the two businesses consequential. Monitoring only the cash-share position can leave the instrument and combined-position tests unanswered. Ownership of the notification process must also accommodate the statutory knowledge clock.[3][4][5]

BaFin says an on-time notification that fails the statutory requirements and needs correction can also constitute a breach. That makes the accuracy of the submission part of the control, alongside its dispatch time.[1]

Nomura told Reuters it takes compliance seriously while declining to discuss its regulatory interactions in detail. The announcement does not establish that an appeal has been lodged.[6]

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