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How do we understand what is happening at Vlora Airport?

2026-06-26 13:13:00, Opinione Eduard Halimi

How to understand what is happening at Vlora Airport/ 7 CONCLUSIONS OF DECISION NO. 338, DATED 26.05.2026, OF THE CIVIL PANEL OF THE SUPREME COURT AND A BRIEF LEGAL ANALYSIS.

There has been a legal labyrinth since October 2025, built and based on false narratives regarding what is happening at Vlora Airport. Yesterday, we were informed by email of the decision of the Civil College of the Supreme Court and since this work will belong to the Albanians at the end of the concession and there is an increased public interest in what is happening, I decided to write some clarifications of a legal nature. With its decision, superpowerful, the Civil College of the Supreme Court of the Republic of Albania gave a final answer to the claims raised by the company “2A Group” sh.pk, which has 2% of the quotas, reaching the following conclusions:

1. The legal position of the parties Mabco 98% and 2A (2%) should have been assessed by the lower courts and the Ministry of Economy and Finance not as an ordinary position/conflict but as subject to the law on concessions and the Ministry of Economy and Finance should intervene when it sees obstacles.

The legal conflict between the partner with 2% and the partner with 98% of VIA's shares is not a conflict of a simple and ordinary company that can be seen only in relation to the law on commercial companies, it must necessarily be seen in relation to the law on concessions and must be treated as such by the courts and authorities (para. 44). The legal position of the parties in the process "Mabco Constructions SA" and "2A Group" must be assessed in relation to the defining provisions of law no. 125/2013 "On Concessions and Public Private Partnership", as it has resulted that these companies, beyond the legal regulation under the framework of the usual definitions of the law "On traders and commercial companies", have created the company "VIA" SHPK with a focus only on construction. (prg 45) The partners of the company do not exercise an ordinary commercial activity, but are an Association of Economic Operators whose purpose is to implement a concession contract with the State, according to law no. 125/2013 "On Concessions and Public Private Partnership". As such, the Procurement Entity, the Ministry of Infrastructure and Energy, retains the right and obligation to intervene in the interest of the law and the national interest, if it assesses that the disputes between the partners violate the elements of the concession contract (para. 46).

2. The complete suspension of the majority shareholder's voting rights, in addition to being illegal, has led to the neutralization of Mabco's activities.

The decisions of the courts of first instance and of appeal that have suspended the voting rights of the majority shareholder "Mabco Constructions" SA for any decision-making of the company are unlawful and have resulted in the de facto inability of Mabco to exercise the commitments undertaken under the concession contract (para. 67). The Panel definitively declared that the complete suspension of the voting rights, imposed by decisions no. 17959/2025 of the court of first instance and no. 185/2026 of the court of appeal, is unlawful and must be overturned. The Court submits that decision no. 1777/2025 of the Court of Appeal, which had suspended Mabco's voting rights only for the alienation of 47% of the shares to third parties, remains in force as a final decision, since no party appealed against it (para. 70).

3. The partner with 2% is not entitled to seek the exclusion of the majority partner.

"2A Group", as a partner with 2% of the shares, should not have been and is not entitled to request the exclusion of the partner with 98% of the shares (para. 43). By owning only 2% of the shares, "2A Group" does not even reach the minimum threshold of 5% provided for by article 84 of law no. 9901/2008 for the convening of the General Assembly and, consequently, does not enjoy prima facie procedural legitimacy to bring a motion before the court with a request for the exclusion of the partner. This conclusion is final.

4. The minority partner (2A group) has no legal opportunity to retain the concession as it fails to meet the technical criteria.

"2A Group", even if it were to realize its claim for 47% of the quotas after the trial on the merits, cannot hold the concession alone, since VIA was declared the winner of the procurement procedure on the basis of the combined technical, financial and human capacities of the two partners as a Union of Economic Operators. The Panel expressly states that the Ministry of Infrastructure and Energy would never have declared it the winner and would not have concluded the concession contract only with "2A Group" (para. 46). Consequently, any change in the capital structure or organization of VIA is subject to the mandatory prior written approval of the Procurement Entity, the MEI, in the absence of which any legal action is absolutely invalid (para. 45).

5. The court's blocking of the majority partner (Mabco) from changing the administrator is illegal.

The blocking of the majority partner "Mabco Constructions" SA from exercising its rights to change the administrator or the company's headquarters, with the claim that these actions pose a risk to the minority partner or the company, was unlawful and is definitively declared as such. The Panel reasoned that these actions are permitted by law and cannot constitute a basis for the complete suspension of the rights of the majority partner, their objection belongs to the judgments on the merits of the case and not to the measures of security of the claim (para. 69).

6. The claimed quotas are subject to the prior approval of the procuring entity and the registration of the contract.

The claims of "2A Group" on the recognition of ownership for 47% of the quotas are protected by the security measure of the decision no. 1777/2025 of the Court of Appeal, which has suspended Mabco's voting rights only for the alienation of these quotas to third parties and which remains in force as a final decision (para. 70). However, the College clarified that the notarial contract for the sale and purchase of 47% of the quotas, dated 03.04.2025, cannot be registered with the Central Registry and cannot produce full legal effects without the prior written approval of the Procurement Entity, the Ministry of Economy and Finance, as required by Law no. 125/2013 "On Concessions and Public Private Partnership" (para. 45).

7. The claims regarding "Delphos" are dismissed as unfounded in law

The claims of the parties regarding the loan contract dated 26.03.2025, concluded between "Mabco Constructions" SA and "Delphos Securities SARL Compartment Bernina", are definitively dismissed as unfounded and contrary to the law (para. 71). The Panel first reasoned that Vlora International Airport is the property of the Republic of Albania and neither VIA nor its partners can put as collateral an asset that is not in their ownership nor in civil circulation, any such action, without the approval of the Albanian State, is absolutely invalid, null and void, producing no legal consequence (para. 79). Secondly, the request for securing the claim regarding this contract was not based on any valid documentary evidence under Articles 202, 213 and 246 of the Code of Civil Procedure, as the submitted document was unsigned, unsigned, notarized and untranslated (para. 77).

In a brief analysis: (my note)

The decisions of the Civil College of the Supreme Court are final and overriding both against lower courts and against other legislative and executive powers. Behgjet Pacolli and his Mabetex Holding group did not come to Albania to do business with the "Walloons" as partners of an ordinary company to open a store.

He came to do business with the Albanian state, so he invested 90 million euros and left guarantees for another 200 million. Any claim to treat it differently, as a conflict outside state duties, is in open contradiction with the decision of the Supreme Court.

The suspension and blocking of the majority partner's voting rights is not only illegal but has led to the neutralization and execution in a "legal ambush" and illegal legal "labyrinth" of Mabco's rights and obligations for the completion of the Vlora airport.

The contracting authority should have seen and should see the blocking of the airport as an issue related to the law of concessions and obligations to exercise the duty on the side of the law. Silence, staying away until the above decision of the Supreme Court has received the final answer from the Supreme Court. "2 A group" that has 2% is not even legitimate to request security measures against 98% and no longer block the construction site and take hostage an asset that will belong to Albanians at the end of the concession, so silence and inaction are to the detriment of national interests.

It is the right of the majority partner Mabco to appoint the administrator and the headquarters as for any company in Albania or in the world, blocking this right has been and remains illegal. The attempt of the state attorney's office to block this right won by the Supreme Court raises serious concerns. The claim regarding "Delphos" and the public deception spread in the media by the minority partner and to the authorities or the state attorney's office with the aim of seriously damaging the image of Mr. Pacolli as if the airport would be taken over by the Russians, was declared completely and finally unfounded by the Supreme Court of Albania.

The authorities who remained silent and then fueled public opinion to justify the blockade of Mabco must today, when they have officially received the Supreme Court's decision, apologize to Behgjet Pacolli and his family, definitively give up on their searches and complaints to block the assembly meeting, and unblock the entrance from private guards and the 2% partner so that Albanians can have the Vlora airport.

Behgjet Pacolli is right when he says that he came to invest in Albania as a Republic of the rule of law and not a Republic of private guards./ CNA