VOO – internal contract reveals a pattern!

Backdated group agreements and their role at SAFIR, ZENIQ – and now at VOO

Pledged code, tied-up profits, outsourced risk – not an isolated case?

What at first glance appears to be a normal development loan between VOO AG (formerly Zeniq Corporation AG) and VOO Aviation Service GmbH, on closer inspection fits into a familiar pattern:

Contracts are formally signed late, but declared effective early – regularly at a time that is more favourable for the group than for creditors, members or external third parties.

It is precisely this pattern that is at the heart of the criminal investigations surrounding SAFIR/ZENIQ. The contract from the VOO Aviation environment that is now available shows striking structural parallels.

This is because retroactive contracts regularly fulfil three functions in corporate structures:

1. Retrospective legitimisation of funds that have already been paid out
2. Ex-post hedging of assets that were previously unsecured
3. Temporal shift in risk allocation away from the group and towards the operating unit

In the present case, this means specifically:

A contract that establishes significant collateral in favour of the parent company is positioned in time so that it economically precedes possible crises, liquidity bottlenecks or restructuring – even if it was actually only finalised later.

Retroactively secured profits – creditors subordinate

The profit share of 5% of net cash flow is to be used primarily to repay the loan. At the same time, the contract contains the soft restriction that this should only be done ‘taking into account the necessary liquidity’.

The result is a doubly asymmetrical model:

• Income is tied up in favour of the group
• Risks remain permanently with the operating unit
• Creditors and members are structurally subordinated

This logic is also familiar from previous SAFIR/ZENIQ constellations:

Income is contractually channelled, while losses are socialised.

The role of Peter Skerl and familiar patterns

According to the information available, Peter Skerl played a central operational and coordinating role in several of the relevant structures. This is precisely why it is legitimate to look at recurring contractual mechanisms.

This is because retroactively designed, intra-group favourable agreements that:

• Outsource risks
• Tie up assets
• Reduce liability

are not an unknown element in the context of the SAFIR/ZENIQ investigations. There, according to public knowledge, they form a key point of scrutiny for the law enforcement authorities.

The contract now available fits into this picture structurally.

More than ‘worth examining’ under insolvency law

In the event of insolvency, not only individual clauses would have to be examined, but the entire structure:

• Backdating
• Close relationship
• Economic crisis at the actual time of decision
• Incongruent provision of collateral
• Systematic disadvantage to creditors

In this overall view, the structure appears less like an isolated case and more like targeted risk management through time shifting.

Conclusion: Retroactivity as a common thread

The analysed contract raises questions not only about its legality, but also about a recurring pattern:

retroactive effect is used to secure economically favourable positions, while risks are outsourced in terms of time and structure.

The central question is therefore no longer just:

Is this contract problematic?

But rather:

How many such contracts exist and at what point does retroactive effect become a method?

Note / Legal

This article is a journalistic analysis. It separates facts, legal classification and evaluation.

All assessments are based on an evaluation of the agreement at hand and publicly available documents.

A final legal assessment is reserved for courts and authorities.

Protection under Art. 5 GG / Art. 10 ECHR. Right to quote in accordance with § 51 UrhG.

Sources: The editorial team has a copy of the agreement.