She is a Bank

When you get very close with the camera, the photographer clicks the shutter just a few centimeters away from the face and calls to her companions: "Isn't that a bit too close?"

Yes, probably. But Bettina Orlopp lets it happen. Photos by the window, at the table, standing, sitting, on the go. Spot on - this is her life now. She is the woman who has to save Commerzbank, wants to save it.

Nine months ago, Orlopp embarked on one of the most exciting adventures that the German economy has to offer. Italian giant bank Unicredit had crept up and launched a spectacular takeover attack on Commerzbank, practically overnight the CEO had also stepped down. Everyone was startled, the bank's top management, the 42,000 employees, but most notably: the federal government in Berlin, the largest shareholder. The only one who was there that morning and didn't waver was: Orlopp.

Since then, the 55-year-old has been leading the defense against Unicredit, wanting to preserve the independence of Germany's second largest private bank. She is putting herself out there - her face looks friendly, even up close. Calm, down-to-earth, nice - that's how she is described. She takes on Andrea Orcel, the Unicredit CEO: a tough dealmaker, worldly, arrogant, slippery. Orcel against Orlopp - good against evil, the fiery against the calm. In the beginning, many thought he would blow her away.

These contrasts perfectly fit a takeover battle, making the story easy to convey to employees, clients, shareholders, and politicians. But how much of it is really true?

On that June evening, Orlopp has just returned from an investor meeting in Paris, she didn't even celebrate her birthday the day before. She leads through the top floors of the Commerzbank Tower in Frankfurt from the conference rooms on the 49th floor down a staircase to the executive area. She knows every corner here. She has been here for nine years, five of them on the board. When she was promoted in September, it was just a move down the hall for her.

Her carpet matches the situation

Now she sits at a glass meeting table in a rather drab environment. Grey carpet, black shelves, a plant that needs more care than it provides - there's absolutely nothing distracting here. “The last months were certainly a special situation,” she says. She was CEO and CFO at the same time for half a year, during which she developed the defense strategy for her company. How do you manage that?

“With 30 years of job experience, you do develop a certain calm,” says Orlopp. “When you sometimes think the world is ending on a Friday, you know it will still be there on Monday.” That’s why she will also take time to celebrate her birthday later, in a small circle with family and friends. She talks about her two children who study abroad but regularly come home. She still finds time for hobbies, she says, although golfing has become rare. Instead, she enjoys a round of card games - Skat and Doppelkopf. Orlopp, the ordinary woman.

She seems so unremarkable that many doubted her ability to defend against Orcel initially. The man whom the industry reverently calls the "Ronaldo of banking." Over a quarter-century ago, as a consultant at US investment bank Merrill Lynch, he drove the merger of Unicredito and Credito Italiano and thus created the Unicredit Group. He orchestrated the purchase of Hypovereinsbank and the sinfully expensive 71 billion euro takeover of Dutch ABN Amro by the Royal Bank of Scotland.

Orlopp, on the other hand, has no such deals to her name, but many years in the tough consulting industry. “With my 19 years of experience as a consultant and McKinsey partner, I know how to deal with different types of managers,” she says and adds: “I don’t have to adopt their style. On the contrary, I stay true to myself.”

Then she lists everything, as if she wanted to show her entire arsenal: She developed strategies, was CFO for five years and knows her data, her shareholders, and masters investor relations. She also earned her doctorate on minority shareholder payouts - that can be seen as a little mean. And she has the advantage of having a team around her that she deliberately chose. “I bring everything necessary in terms of know-how and experience.”

Indeed, Orlopp has had a spotless business career: After her studies, she went through the leadership school at McKinsey, earned her doctorate and rose to one of the first female partners. After nearly 20 years, she moved to Commerzbank in 2014 - the then CEO Martin Blessing, also formerly at McKinsey, recruited her. She became head of strategy, three years later she became CFO on the executive board. From then on, she was ready for the CEO post. But twice others passed her over: Martin Zielke in 2016, Manfred Knof in 2021 brought over from Deutsche Bank.

Her chance only came in autumn 2022 when Commerzbank plunged into a power vacuum within hours. On Tuesday, September 10th at 6pm, Commerzbank announced Knof would not renew his contract expiring at the end of 2025. The reasons remain unclear, the timing is extremely unfavorable. Half an hour earlier, the federal government initiated the sale of a large package of its Commerzbank shares. The anchor shareholder, who entered the bank with 18.2 billion euros during the financial crisis in 2008, wants to divest 4.49% of its shares and flushes 53 million shares into the market that evening.

The shock the next morning runs deep - especially since the Italians not only bought the federal shares but also snagged another 4.5% on the open market. Thus began the battle.

Quick shower, then to the office

“That triggered a powerful wave internally and externally,” says Orlopp. She was then on her way back from an investor conference in New York when she saw the news on her phone. Back in Frankfurt, she briefly went home, took a shower, changed, and gathered the team, Orlopp recalls. Half an hour later, they were again sitting on the 49th floor of Commerzbank headquarters.

While the defense plan against Unicredit was underway, the supervisory board, headed by chairman Jens Weidmann, wondered who could succeed Knof. A banker who is as well connected in the Frankfurt financial market as in political Berlin says of Orlopp: “It was known early on that she would become CEO someday.” Every task given to her at Commerzbank was always particularly well done. “She was the one who always put in extra effort, delivering especially good results at an exceptional pace.”

But is she the right one to lead into the takeover battle against an international giant like Unicredit? “For such a defense fight, ideally you appoint someone to the CEO position who has led a similar battle or handled comparable acquisitions or transactions in investment banking. In some cases, this can be compensated by tactical skills,” says well-known executive recruiter Thomas Tomkos, who has placed board positions for years.

The influence of her father

The control committee took two weeks, then her rise to the top was decided: “I knew I could do it. I was very confident in the situation,” says Orlopp. “For Commerzbank, my leadership style is right and good. The most important thing in this situation is not to be thrown off balance and to calm the organization, even when external unrest is produced.”

Orlopp indeed brings an experience which few knew or suspected at the time. She experienced how tough the corporate top can be as a teenager with her father: Friedrich Schiefer himself made a career at McKinsey before moving to insurance giant Allianz as CFO in the early '90s. He was officially designated as a successor for the top post but was pushed out of the company by the powerful incumbent. The "Spiegel" magazine reported extensively on the humiliation. Schiefer moved to Bosch and went to the US as North America chief. “My father shaped me,” says Orlopp today. “I'm not completely unlike him in character.”

Despite this experience, she followed her father's footsteps but only told him about her McKinsey plans after securing the job. He died at 57 when she was in her mid-20s, just starting her career. She inherited his bright eyes and gaze, a friend who never met the father but often heard about the resemblance within the family, says.

In any case, Orlopp sharpened her gaze for the behavior of corporate bosses. "My advantage is that I’ve seen and worked with CEOs for decades - with previous bosses and customers." She knows what to do in this role and what’s better to avoid. Nonetheless, she called a few other CEOs for advice after her appointment.

Her network is powerful, her companions from nearly 20 years at McKinsey now hold many key positions. Additionally, Orlopp is a member of the Baden-Badener Unternehmer Gespräche, one of the most elite and powerful career circles in the country. Clara-Christina Streit, chairwoman of the board of Deutsche Börse, who started her career with Orlopp at McKinsey and has been friends with her for 30 years, advises her to keep her nerves: "This is a marathon, not a sprint. You need to conserve strength and recharge in between." Streit was also with Unicredit for three years and knows how intensely Orlopp and Orcel will continue to clash.

Orlopp has no grace period in her new role. She divides her mammoth task into three teams: one for defending against Unicredit, one for the new strategy plan, and one for day-to-day business. Her plan sounds simple: profitability must go up and dividends too. This is supposed to drive the share price up so that current investors stay and entry for Orcel becomes unattractive. Orlopp speeds up - achieving more than her predecessors in the past 15 years.

As former CFO, Orlopp knows how to twist bank screws to move the numbers. First, she aligns all stakeholders: board, supervisory board, works council, employees, government, and investors follow her. Her goal: Commerzbank can survive better independently than under Unicredit’s control. For that, she delivers a growth story and good balance numbers, the stock price suddenly knows only one direction.

This brings her respect. "She has exceeded my expectations," a member of the supervisory board says. She works highly focused, professionally, has strengthened the company with deliberate actions and worked out point gains in the defense battle. “She’s doing a great job. I’m a big fan,” the man says.

It’s a partial victory for Orlopp, nothing more. But the fact she got this far was hardly expected in autumn. Anyone wanting to take over Commerzbank now will have to pay a high price.

A critical phase for Orcel

Orcel is raging. The Unicredit CEO rants in newspaper interviews about the unfair behavior of the Germans. His surprise coup has fizzled. He bought Commerzbank shares at around 13 euros at entry. The stock was estimated at around 60 percent below book value - a deal so cheap that Orcel would have had a big cushion for the takeover. Since the stock has risen over 25 euros, the price-to-book ratio is balanced and the cushion is gone. Now Orcel would have to add more and save money elsewhere.

Orcel sits on 9.5 percent of Commerzbank shares and holds options for another 19 percent. As soon as Unicredit buys more and holds over 30 percent, it must make a takeover offer to all shareholders. That would have to be significantly above the currently rising share price. “Investors demand a premium of 30 percent,” says a financial market strategist. This means for Orcel: the takeover now becomes really expensive. For it to still make sense, he would have to factor in substantial cost cuts - only achievable with further significant job cuts. Chancellor Friedrich Merz has already pledged support to Commerzbank’s works council in writing.

Orcel is in a bind. Nice Mrs. Orlopp has managed to outmaneuver the tough investment banker, or at least put him in a position where he can't do much. Month after month passes without him making a takeover offer. It’s a phase where both sides can bluff. Orcel waits for the stock to become cheaper and enable him to strike. Orlopp and the Berlin government meanwhile consider other options. Officially no one talks about it, but the situation is clear: The federal government would like to part with its remaining twelve percent at the current price. It would be a chance to exit the state entry without loss, just not in favor of Orcel.

As Deutsche-Bank CEO Christian Sewing has repeatedly declined, an alternative buyer would likely also come from abroad - and there remain only the French giants BNP Paribas or Société Générale. Such a deal would have several advantages from the German government's perspective: Chancellor Friedrich Merz is already seeking closer ties with Paris, and the government could demonstrate support for tighter integration of European capital markets. After all, a cross-border merger has “clear industrial logic,” says an investment banker. “In the short or long run, Commerzbank will lose its independence.”

Orlopp is aware of these discussions, she’s not naive. Officially, she defends her bank's independence fiercely, partly to maintain the stock price. But she keeps her options open: "If an offer comes on the table, we will look at it and evaluate it openly," she says very matter-of-factly.

It is this matter-of-factness that allows Orlopp to casually pressure men like Orcel. This hasn’t decisively won the game for Commerzbank yet. But there are now options and alternatives to a complete takeover. And that is far more than most observers thought possible nine months ago.