The offer could be structured to allow the management, under the chairman John Manser and members of the Fleming family, to remain as shareholders.
It would, however, reopen the rift between those within the Fleming family who support the board's determination to remain independent at all costs and others who would like to sell provided they can get the right price.
Officially Commerzbank, which is capitalised at around pounds 10bn, has refused to comment on its interest in Fleming. Yet banking sources in Frankfurt say that the bank has been using the model of Jupiter, its UK fund management business which is 25 per cent owned by the management. "We are not all big bad Germans," one banker said.
Fleming said the bank was not in takeover talks.
The Fleming family remain the biggest shareholders with some 30 per cent, which is held through a variety of trusts. However, the family are not united in backing the board, even though a number of Flemings retain senior management positions within the firm.
The sources say that Commerzbank, which tried and failed five years ago to acquire Smith New Court, the stockbroker, is keen not to overpay. The jury is still out within the City over where the sums spent by Fleming over the last 18 months building up its own global equities business from scratch will pay off.
Minority shareholders in Fleming, who have been agitating for the bank to sell out, say that the price being talked about over the last fortnight is significantly higher than the pounds 20 a share being suggested when Commerzbank was first rumoured to be showing an interest late last year.
However, they add that some senior Fleming executives have been saying over the last few days that the asset management side of the business and Fleming's Save & Prosper retail brand have acquired a greater rarity value following the pounds 1.9bn takeover of M&G by the Prudential. The executives think the firm should hold out for pounds 30 a share, which would value the group at pounds 4.6bn.
The position of the Hong Kong-based Keswick family also remains uncertain. Following the deal last December to unravel the Jardine Fleming joint venture, the family holds 17 per cent. Bankers say the deal was seen at the time as bolstering the position of those opposed to the sale. However, even pounds 24 a share would represent a premium of around 60 per cent to the price they paid.