Disqualified director jailed for second time for illegally running company

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John Cotton (70), of Old Hill, Birmingham, appeared at Wolverhampton Crown Court on Monday 23 September where he was handed a 14-month prison sentence and a 10-year directorship disqualification before Mr Rec Pryce.

He was joined at court by Michael Clarke (57), of Tipton, West Midlands, who was handed a 12-month prison term and a 5-year directorship disqualification after he had initially pled not guilty to assisting John Cotton carry out his criminal activities.

The court heard that John Cotton had a history of convictions for obtaining credit while bankrupt dating back to 1988 before being jailed for 61 months in July 2011. He was convicted of running a company with the intention to defraud and was also banned from running companies for 15 years.

John Cotton left prison in 2014 but, in direct breach of his 15-year directorship disqualification, began illegally managing a company, of which a fellow inmate, Michael Clarke, was the registered director.

The new company, British Airwaves Limited, manufactured veneer sheets and wood-based panels and was based at an address in Dudley, West Midlands.

John Cotton’s illegal activities, however, came to light after two former employees brought forward pay disputes with the company.

In their testimonies, the former employees said that John Cotton controlled and directed day-to-day affairs of the company. He also used a false name to staff.

One employee also received a letter from John Cotton saying that if they continued with the dispute over pay, he would have to put the company into administration. This is something only a registered director could do, indicating that John Cotton had control of the company.

The court then heard from British Airwaves’ accountant who confirmed that he would principally deal with John Cotton. One such conversation concerned a large amount of money paid out of the company account to a solicitor.

John Cotton told the accountant that the money was being used to pay an outstanding proceeds of crime order from his 2011 conviction. This payment, however, should have been paid out of John Cotton’s personal bank accounts.

Michael Clarke, the registered director, was interviewed by the Official Receiver in June 2017. At the outset of the interview, Michael Clarke said John Cotton had given him a recording device to monitor the interview, which he showed the Official Receiver, and a ‘script’ which Michael Clarke was to stick to.

The registered director then explained he had met John Cotton in prison and knew he was a banned director. Michael Clarke went onto admit that John Cotton controlled all areas of British Airwaves and that he had also forged Michael Clarke’s signature on company accounts and applications for credit.

John Cotton was charged with Acting in Contravention of a Disqualification Order and Michael Clarke was charged with Aiding and Abetting him to do this. John Cotton’s 10-year ban handed down at court is to be served in addition to his 15-year disqualification from 2011.

Glenn Wicks, Chief Investigator for the Insolvency Service, said:

John Cotton may have served his time in prison the first time around, but he still had a 15-year directorship ban hanging over his head, which he wilfully ignored when he began running the manufacturing company. A second prison term was therefore completely justified in order to protect further creditors and employees coming to harm from his illegal activities.

While Michael Clarke claimed he was innocent in all of this, the court rightfully dismissed his claims as he had fully co-operated to help John Cotton in setting up the company thinking he would benefit financially.

The courts’ decision to hand down significant sentences to both John Cotton and Michael Clarke demonstrates the severity of their actions.

Notes to editors

Michael John Clarke is of Dudley, West Midlands, and his date of birth is July 1962.

John Cotton is of Old Hill, Birmingham and his date of birth is February 1949.

British Airwaves Limited (Company number 04846599).

Persons subject to a disqualification order are bound by a range of restrictions.

Further information about the work of the Insolvency Service, and how to complain about financial misconduct.

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