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The secret corporate scheme that alarmed the institutions in Tirana: How Pacolli prepared the takeover of Vlora airport through Switzerland and Luxembourg

2025-10-18 10:57:13Aktualitet SHKRUAR NGA REDAKSIA VOX
Behgjet Pacoli, Edi Rama and Belinda Balluku

An analysis of financial-corporate intelligence translated by  Hashtag.al  reveals for the first time the leverage that set Albanian institutions in motion against Behgjet Pacolli.

For a reader who is not familiar with the issue, it is worth noting that Pacolli entered as an investor in the Vlora airport together with businessman Imer Ademi, Pacolli's name was suggested by Belinda Balluku to Prime Minister Edi Rama. The latter, with the rare competence that characterizes him, treated the airport as a cosmetic investment and until a few months ago was worried whether the Vlora airport would be ready to put on a show before the elections.

While the electoral spectacle was being shown on TV, Behgjet Pacolli was preparing the companies and commercial scheme in Switzerland and Luxembourg that was preparing the asset seizure.

After the election victory and Edi Rama's 4th mandate, while everyone was all eyes and ears on who the new ministers would be, or rather they were all eyes and ears that it was Belinda Balluku's turn to move from where she is, Behgjet Pacolli appeared in Edi Rama's office and dropped a bomb. He informed Rama in the office that the administrator of his company Valon Lluka and Belinda Balluku were two thieves who had made maneuvers behind Pacolli's back, and on this occasion, Pacolli had decided to rob the shares of the two thieves.

Pacolli presented the situation to Rama with vulgar language and reasoning, as if several bags of potatoes had been stolen, and then the outraged Pacolli put all the potatoes in his own bag.

This was the moment when Edi Rama became alarmed, asked for help and made the relevant announcements.

In fact, Pacoli, beyond the vulgar reasoning he made in Tirana, turns out that in Switzerland and Luxembourg he has prepared the ground in a very sophisticated way to transfer the stolen shares of the airport into a corporate module that ultimately neutralizes any possibility of the Albanian state taking back the shares, if action is not taken in time.

The subtle scheme of finding companies abroad goes beyond the vision of Pacolli and his sack of potatoes as a speculator; behind this scheme there is surely another party that knows the financial-corporate paths well.

The Pacolli scheme in Switzerland and Luxembourg has not been analyzed nor has it been reported by Albanian Intel institutions or Albanian commercial jurisprudence; Albanian authorities have been swayed and guided by partner countries.

Below is the full translation of the financial-corporate analysis that set the authorities in Tirana in motion:

The uncompromising possession of shares and their transfer to a module that includes the foreign companies "Compartment Bernina" and "Delpho Securities" appears alarming.

If the “Bernina Compartment” is not blocked before closure, its liquidation process constitutes the most dangerous and legally irreversible phase for all Albanian parties involved in the Vlora Airport project, because under the Luxembourg Law of 22 March 2004 “Sur la titrisation” (Law on Securitisation), in particular Articles 61, 62 and 64, each “compartment” of a securitisation company (“société de titrisation”) is considered an isolated legal entity (“ring-fenced compartment”), which holds assets and liabilities separate from the rest of the parent company. At the moment the compartment is declared closed (“liquidated”), it legally disappears from the Luxembourg commercial register and no entity has any more legal capacity to represent or be sued on its behalf.
According to Article 61 of the Securitization Law, “All assets and rights belonging to a compartment belong exclusively to the holders of the securities of that compartment and cannot be claimed by any other creditor of the company.” In accordance with this article, at the moment of closing, all pledges, income and rights that Delphos has received through this contract on the Vlora Airport project – including quotas, bank accounts and concession income – automatically pass to the private investors who have financed the “Bernina Compartment”, who become the ultimate beneficiaries of the assets.
Meanwhile, Article 62 of the same law stipulates that external creditors have no rights over the assets of the compartment, making them immune from any claim or lawsuit outside the circle of investors.
At the same time, the contractual “limited recourse” and “no-petition” clauses, which are integral parts of the securitization agreements and are referred to in the standard sections of the “Delphos–Mabco” agreement, deprive the other parties (including VIA and its shareholders) of any right to seek bankruptcy, compensation or legal proceedings against the parent company “Delphos Securities SARL” beyond the assets of the compartment itself. This means that through the combination of these provisions, at the moment of liquidation:
• Delphos no longer bears any legal or financial responsibility for the obligations arising from the contract;
• “Compartment Bernina” no longer exists as a legal entity;
• no Albanian court has jurisdiction over any part of the securitized assets, because the applicable law is Luxembourg law and the competent jurisdiction is that of Luxembourg or London (as defined in the final articles of the contract).

As a result, VIA LLC, 2A Group LLC and the Albanian State automatically lose any right to exercise any claim, lawsuit, claim or compensation against Delphos, the compartment or the investors who have benefited from the closure.
In international legal terms, this situation constitutes the “ex lege” extinction of any legal remedy, due to the combination of (i) the legal closure of the entity (liquidation), (ii) the transfer of assets under Article 61 of the Securitization Law, and (iii) the predetermined waiver of any legal remedy through the “no-petition” and “limited recourse” clauses.
Practically, this means that, after the closure of the “Bernina Compartment”, economic control over the revenues, accounts and rights of Vlora Airport passes irrevocably and legally to anonymous private investors outside Albanian jurisdiction, while the Albanian State no longer has any legal instrument to request the return of public assets that belonged to this project.
This is a dangerous precedent, because through such an agreement, not only economic and administrative control over the project is lost, but also the state's legal sovereignty over a strategic public asset, as the contract and the assets that stem from it ultimately fall outside Albanian jurisdiction and its legal system. / Hashtag.al


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