How Is It That Textura’s SEC Form 10-K “Forgets” To Mention The “Strong Inference Of Scienter”?!

Textura-IPO-Scienter-Fraud-03-02-2016 I have waited a week to put this one up. I wanted to think about the best way to ask the question — in the fairest way I could.

The question, it seems to me (upon a week’s reflection), is whether SEC rules about complete disclosure — and not omitting material facts, more precisely — would require that if the company was going to favorably describe (in the eyes of the company) the favorable parts of the interim opinion I mentioned last week (in the federal securities fraud suit), should it have to fully-describe the unfavorable portion of that outcome, as well?

That is, should Textura have said — in its SEC-filed Form 10-K — that the very able Judge Gettleman found a “strong inference of scienter” in the omission of the Patron portion of Mr. Allin’s biography? Judge Gettleman specifically rejected the company’s explanation of the omission as non-sensible, in so many words.

Here is all the company said last week — in the Form 10-K about the topic:

“…The only claim that remains is the plaintiffs’ assertion that the Company should have provided more information about the business background of its then-Chairman and CEO in its SEC filings. The plaintiffs have until March 24, 2016 to file an amended complaint….”

To my experienced eye, that formulation greatly downplays the severity Judge Gettleman attached to this particular non-disclosure. He didn’t just say some was missing — he said it looked like the company intentionally “hid” a material piece of information about Mr. Allin’s background. At least as a “strong inference” arguably.

But I’d be curious to hear from the readership — does this strike you as more of the same gilding of the lilly that led to the filing of the federal securitites fraud lawsuit, in the first place?

Or is it just hard-ice “Chicago-Hawk-style” hockey-sticking, and body-checking?

Let me know, in comments below. If you post anonymously, I will never disclose your identity.

Trust that — a reporters’ source privilege will here apply.

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