First is the German government. As apostles of European economic integration and the consolidation of a banking sector long deemed too fragmented in Europe, its representatives are completely turning around as soon as a national bank is involved. Who can be surprised really?
The domestic political stakes are very real. Commerzbank is an active lender to the Mittelstand, a role that has not always always been beneficial. In a particularly challenging climate for German industry, it would suffer if the bank were to begin a retreat in the name of the all important profitability required by new foreign shareholders.
Next, UniCredit and Andrea Orcel. Riding high on the spectacular turnaround of the Italian group - which rose from the ashes to lead the European sector - the flamboyant CEO now finds himself somewhat trapped by his own rhetoric.
His very public outbursts and broadsides against Commerzbank are indeed beginning to cause friction, both with the German regulator and UniCredit's own shareholders.
After all, the Italian banking group now holds a third of the capital - just over a quarter in ordinary shares, the rest via derivatives - representing an investment of about €10bn. Orcel serves neither the target nor his now-majority shareholder by relentlessly disparaging the target's culture and management.
In this context, UniCredit's publicly stated offer, which valued Commerzbank at €31 per share, could hardly be taken at face value. It was promptly rejected by Commerzbank shareholders, who deemed it too low.
The market clearly sensed the bluff, as the stock is now trading at a 12% premium to this initial offer. Orcel thus finds himself engaged in the dangerous game of overbidding, where ego battles often end up taking precedence over economic fundamentals.
All of this is reminiscent of the last great wave of M&A in the sector on the eve of the subprime crisis. Commerzbank, with its acquisition of Dresdner Bank, and UniCredit, with its purchase of HypoVereinsbank, both suffered significant setbacks.
Finally, Commerzbank's shareholders. Naturally tempted to increase the bidding, they risk losing sight of the reality of their recent success by pushing too hard.
Having been the "sick man" of the European banking sector for several decades now, once considered incurable by everyone - that is except by UniCredit, evidently - Germany's second-largest banking group is enjoying a valuation it never expected to see again.
Its market capitalization has returned to 1.2x its tangible book value, whereas peers like BNP Paribas and Deutsche Bank continue to trade at a discount, despite superior return on equity.
The same perspective applies to its dividend yield, which is one of the lowest in the European sector. Has the class dunce suddenly become a star pupil?
It is legitimate for Commerzbank shareholders to believe that a strategic acquirer should make an additional effort to win the prize. However, they should be careful not to overplay their hand in this strange game of three-cushion billiards, where everyone now has their full reputations at stake.
