According to the UK Companies Act 2006, a shadow director is a person or corporate body which, although not officially appointed to the Board of Directors, controls or influences the management of the Company.
In the UK a shadow director is subject to the same duties and obligations as duly appointed directors of the Board.
Interestingly, many shadow directorships are only discovered when a problem is identified. For example, where the Company has entered into a substantial property transaction with the shadow director and the relevant shareholder approval was not obtained, or where the shadow director finds himself facing civil or criminal liability following a claim that his actions amount to reckless or fraudulent trading.
Companies, and those offering advice to Companies, must therefore be vigilant in identifying shadow directorships and ensuring that the prevailing legal requirements are met.
A shadow director will not be released from their duties and obligations simply because the shadow director, or their Company, was unaware of the existence of the shadow directorship.
Recent court cases in the UK further indicate that an individual whose involvement is only restricted to certain decisions could still be considered a shadow director and that liability for shadow and de facto directors prevail.
Eclipse companies’ shadows and stars
The UK-citizen, Paul John Hayward (PJH), the Boiler-Room Principal well covered on this blog, is a shadow/de facto director, under conditions concealed to the public. Would he have maintained his role as shadow and de facto director under UK jurisdiction he would be in deep trouble.
Now Hayward is not registering the companies to which he provides influences on as shadow and de facto director in the UK but preferably in Thailand.
Recently Hayward made a statement through the Board, Crawley Town FC, that his company, Eclipse, was formed in 1998 and employs 3,000 people.
CDV have tested this statement and concludes, after examining 100+ company data (October, 2014) from the Thai business registry, that Hayward is not a registered shareholder of any Eclipse-named company in Thailand nor a registered executive. He is not even a registered shareholder or executive of any of the many companies linked to the core Eclipse-companies being registered in Thailand.
If Hayward then withholds that it is” his” company it only remains one possibility – he is maintaining his influences as shadow and de facto director, a fact being concealed to the public.
However, CDV have made an interesting discovery, namely that relatives of PJH appear in several Eclipse-related companies in Thailand.
His mother, Valencia Joanne Hayward, owns 30% of the shares in Hospitality Contracts Co. Ltd., a sister company to Hospitality Venture Group Co. Ltd. (Company Registration No. 0105544071348) which was formed in July, 2001 and the initial business instrument used by Hayward to launder dirty Boiler-Room money into the hospitality sector in Thailand.
Boiler-Room profits earned and hidden and taxes foregone
Boiler-Room profits now started to expand and Hayward needed quasi-legal vehicles to launder money at increasing scale. Even Thai Authorities were cheated by the company formations as the Boiler-Room Offices did not pay any other tax than on rented office space – not any salary tax, social security tax or annual tax. The Boiler-Room administration got concerned about the situation when the Thai Tax Authorities were expected to arrive to one of the Jackson Cole Boiler-Rooms in Bangkok, as illustrated by this retrieved manuscript below:
Soon PJH had cash flows from criminal boiler-room money coming from faked companies such as, Smith-Fairchild and Jackson Cole, operating out of Bangkok and Phnom Penh, as illustrated by the snap-shot situation, April-May 2003, and captured from the BR administration:
Money were deposited at bank accounts in Hong Kong (HSBC, Bank of East Asia, and Chinatrust Commercial Bank) as well as in safe deposits in Casinos in Bangkok.
Note the 109,700 USD to be transferred to” P.H.” on May 19, 2003 -” P.H.” being the acronym of the alias, ”Paul Hilton”, used by PJH and 124,771 USD to be sent to ”Hans”, i.e. the Swiss citizen, Hans-Eric Wachter, who became a business partner and Boiler-Room associate with PJH.
The circular pattern of directorship
Returning back to the Hospitality Contracts’ business formation, registered in April, 2003: Valencia Joanne Hayward used the residential address, 23/2 Soi Methi Niwet, Khlong Tan, Khlong Toei, Bangkok, when she registered as shareholder. This address happens to be the same as Michael Doherty’s residential address, PJHs business partner with Eclipse.
The Thai business registry includes two core Eclipse-named companies of interest, Eclipse Restaurants Co. Ltd. and Eclipse Management Co. Ltd. None of them includes PJH as shareholder or executive.
Eclipse Restaurants Co. Ltd. was registered in March, 2009 (Company Registration No. 0105552029509). The Thai Business Registry though maintain records of Eclipse Restaurants being misspelled in English, ”Eclipse Reataurants Co. Ltd.”, wherefore the entity cannot easily be searched.
This company is recorded with three shareholders, namely CEC Holding Co. Ltd. (91.5%; Thai), Eclipse Management Co. Ltd. (7.5; Thai) and Mr. Darren Williams (1%; UK).
The majority shareholder, CEC Holding Co. Ltd., is also registered by the Thai business registry (March, 2003; Company Registration No. 0105546028318) which includes the following three shareholders: Wagon Shop Co. Ltd. (50%; Thai), Silverdale International Holdings (49%; Panama) and Ms Charinthon Thawaiphon (1%; Thai).
The shareholders of the majority owner of CEC Holding Co. Ltd., namely Wagon Shop Co. Ltd., are: Ms Charinthon Thawaiphon (74%; ThaiI), Mr. Darren Williams (25%; UK), and Silverdale International Holdings (1%; Panama).
A Panama-registered company and directors
Silverdale International Holdings S.A. was registered in February 2006 in Panama (Company Registration No.: 518211) with Silvio Perlino, Angelo Bonanata and Gianpiero Abellonio as Directors. They all appear as Directors of 100+ management, venture and investment companies registered in Panama and are also registered as co-directors of the same companies in many instances. Interestingly, these director names yield Internet trails to people having the same names and known as Monaco-based financiers.
The observant reader have probably already discovered the circular ownership pattern circumventing the Eclipse Restaurants company. For example, CEC Holding is a majority shareholder having Wagon Shop as shareholder and with Silverdale International being a shareholder of both CEC Holding and Wagon Shop.
The company and domain sliding away from the Internet
Irrespective the dimension of shadow directorship examined in this context, the Thai ”Eclipse” company, referred to by PJH through the CTFCs Board, is now identified with:
– having a website, eclipse.co.th, which only generates a ”Server not found” error, an issue which would cause immediate concern for anyone running a reputable firm. The domain, eclipse.co.th, has recently been deleted according to WhoIs records.
– a GM, Michael Doherty, who cannot any longer be contacted via his business address at eclipse.co.th
– broken linkages on the Internet and its facebook page (https://www.facebook.com/pages/Eclipse-Restaurants-CoLtd/160439210679925)
Eclipse Restaurants Co. Ltd. further appears as the major shareholder (90.196%; Thai) of the company, Bletchley Park Co. Ltd., registered in July 2008. The other shareholders include Mrs Sumali Chintanukun (9.797%; Thai) and (again) Mr Darren Williams (0.007; UK). This company is now recorded as defunct
A brother and sister-in-law
PJHs brother, Ryan Mark Hayward, appears as shareholder in the Thai-registered company, Holte Asia Co. Ltd. This company was registered in April, 2009 (Company Registration No. 0105552035550). He (UK) is recorded with 49% of the shares and his wife, Phairin Hayward (Thai), is registered with 43% of the shares. A Mrs Pakwadee Klawikorn (Thai) is registered with the remaining 8% of the shares.
Ryan Mark Hayward
Eclipse Management Co. Ltd. is registered in Thailand in Sep. 2005 (Company Registration No. 0105548121820) and having the following shareholders: Michael Thomas Doherty (49%; UK), Ms Naphatson Rattanabunthian (50.98%; Thai) and Mrs Manita Kunagonreuangkit (0.02; Thai). Mr Doherty’s address here is not consistent with his presumed residence at 23/2 Soi Methi Niwet (Soi Sukhumvit 24) a/k/a “Doherty Residence”. It is however the address of Plato Co. Ltd. (dissolved), which had Doherty as a principal.
The original company instrument used for PJHs laundering of Boiler-Room Money, Hospitality Venture Group Co. Ltd., originating in 2001, Is recorded with the following shareholders: Eclipse Restaurants Co. Ltd. (86.27% preferred shares; Thai), Mrs Denise Lamb (13.725% preferred shares; US) and (again) Mr Darren Williams (0.007% preferred shares; UK). This company is recorded with the same business address as Scruffy Murphy´s in Phuket. The Scruffy Murphy´s Irish Pub in Pukhet is known to be owned by PJH.
This short analysis makes it clear that:
1. PJH does not appear as shareholder or executive of companies linked to ”Eclipse” in Thailand, referred to by him through the CTFC Board’s meeting recently (http://wall.crawleytownfc.com/Event/Reds_Wall_2?Page=346). Influence and power are maintained by shadow and de facto directorship concealed to the public.
2. Relatives to PJH, i.e. his mother, brother, and sister-in-law, occur as executives and shareholders of Eclipse-related companies registered in Thailand
3. The Eclipse company(-ies) have a circular shareholder pattern much like a Russian Doll appearance.
CDV have gathered and analysed more than 100 Thai-based companies which are nested with one another to form the Eclipse Group of companies where money laundering via criminal Boiler-Room operations occur.
CDVs wealth of due diligence will now be handed over to relevant national and international Police Authorities as the fraud syndicate with PJH as main Principal have maintained to reject any settlement procedures. CDV knows through due diligence received that the fraud syndicate have had several internal meetings in Bangkok to discuss the situation vs. CDV also at points in time when Glendon R. Bullard and Mark S. Hutcherson (now being both reported dead) were involved.
PJH has maintained his argument that no monmey is going to be returned to the defrauded victims as he believes there are no trails left proofing his involvement as Boiler-Room Prinicpal. CDV is up to disproof this statement.
CDV have verifications proofing that PJH has received the first Demand Letter issued on behalf of CDV. There are further voice recordings archived in which PJH admits and recognize the Demand Letter. He has not at any time disputed the accusations made against him by CDV.
//The Consortium of Defrauded Victims (CDV)