Metzler-Bank becomes a stock corporation

The new structure is intended to fit the twelfth generation of the von Metzler family, three of whom will remain bank owners. But there is a risk: Customers could respect board members less than personally liable partners.

Dhe Metzler Finance Group will make the biggest changes to its structure since 1986 over the next year and a half. At that time, Friedrich von Metzler, who will be 78 years old in a few days, together with his deceased cousin Christoph created an umbrella stock corporation (“Metzler Holding”), under which numerous subsidiaries are now located. This holding company will now be abolished. The trigger for this step are new requirements for auditing, reporting and IT, which cost the holding company around one million euros. The Metzlers want to save this money by merging the holding company with their most important subsidiary: B. Metzler seel. Sohn & Co. KGaA, known as the “Bankhaus Metzler”. This KGaA is then to be converted into a “real” stock corporation in a second step.

The structural change not only follows a cost logic, it also has cultural consequences for the oldest German private bank after Berenberg, based in Frankfurt. In contrast to the Hamburg Berenberg Bank, Metzler has been family-owned without interruption since it was founded by the cloth merchant Benjamin Metzler in 1674. The legal form of the bank – the abbreviation KGaA stands for partnership limited by shares – fits in with this: The KGaA currently allows management by six personally liable partners, none of whom have belonged to the family since Friedrich von Metzler left this group. But the shares and thus the property of the Bank-KGaA are distributed among only three family members of the now twelfth generation: Friedrich’s children Elena and Franz von Metzler each own around 40 percent of the shares, Christoph’s son Leonhard von Metzler 20 percent.

The bank’s reserves have so far been invisible

The earnings situation of the bank can remain a secret for outsiders. Every year, 2.3 million euros of the profits are distributed to the bank owners, but the bank’s reserves do not have to and will not be disclosed. That could change through stricter disclosure requirements of the stock corporation. The bank owners have also practically not been able to sell their shares so far. In future, this will be possible, at least in theory. But not even a partial sale or the inclusion of new external owners will be thought of in the dream, it is said.

In fact, the Metzler family is characterized by the fact that, even in the twelfth generation, they did not distribute the shares in their company among many members, which leads to disputes elsewhere, if you think of the Bielefeld industrial family Oetker. Rather, the Metzlers made sure that only those family members acquire shares in the bank who have a great interest in it: All three current bank owners were or are active in the bank. This raises the question of which management and control bodies the three family shareholders of the next generation and the currently six personally liable non-family shareholders will belong to in the future.

Who comes to the executive board and the supervisory board

The answer for the personally liable partners is obvious: Emmerich Müller as Primus inter Pares, Kim Comperl, Harald Illy, Mario Mattera, Marco Schulmerich and Gerhard Wiesheu become board members of the new Metzler-Bank AG. If Müller, who will be 65 years old in August of this year, retires in maybe two years, Franz von Metzler could move up to the board and eventually take over the chairmanship of the board. Franz is in his mid-thirties and has been managing director of the Metzler Asset Management fund company since July 1, 2020. While he is prepared for higher tasks in this respect, the change of role is no advancement for the previous personally liable partners. Formally, they retain their operational responsibilities, but there is something entrepreneurial about the title of “personally liable partner” that is missing from board members appointed on a temporary basis. That could make a difference in contact with corporate customers.

The future role of the other two bank owners also needs to be clarified: Elena von Metzler most recently worked in private banking for the bank. She has just become a mother. It is therefore considered likely that Elena von Metzler will initially take on a mandate on the bank’s supervisory board. Leonhard von Metzler, who no longer works in the bank, but for an asset manager outside the Metzler Group, should also belong to this supervisory body. The supervisory board is to have nine members in the future.