BaFin Fines Nomura Holdings €320,000 for Voting Rights Notification Breach

Germany's Federal Financial Supervisory Authority (BaFin) has imposed a €320,000 administrative fine on Nomura Holdings Inc. for breaching supervisory duties related to the German Securities Trading Act (WpHG), the regulator announced.

The fine concerns Nomura's failure to submit voting rights notifications for Commerzbank AG within the prescribed period during UniCredit S.p.A.'s takeover bid for Commerzbank in May and June 2026.

Under the German Act on Breaches of Administrative Regulations (OWiG), companies must implement supervisory measures to prevent breaches of legal obligations, including the submission of voting rights notifications. Shareholders are required to notify the issuer and BaFin within four trading days if their voting rights reach certain thresholds.

BaFin said the notification obligation supports capital market transparency and aims to enhance investor confidence in the stable functioning of the EU stock market. Failure to notify within the prescribed period, or submitting a notification that does not meet statutory requirements and requires correction, contravenes section 33 et seq. of the WpHG.

BaFin may impose administrative fines for non-compliance. For legal entities, the maximum fine is €10 million or up to 5% of total revenue.