                                                                           FILED
                            NOT FOR PUBLICATION                             MAR 06 2012

                                                                        MOLLY C. DWYER, CLERK
                     UNITED STATES COURT OF APPEALS                      U .S. C O U R T OF APPE ALS




                            FOR THE NINTH CIRCUIT



DIMITRIY KARPOV, individually and on             No. 10-17841
behalf of himself and all others similarly
situated, et al.,                                D.C. No. 2:09-cv-00856-SRB

              Plaintiffs,                        MEMORANDUM *

    and

INTERNATIONAL UNION OF
OPERATING ENGINEERS, LOCAL 825
PENSION FUND,

              Plaintiff - Appellant,

    v.

INSIGHT ENTERPRISES, INC., et al.,

              Defendants - Appellees

    and

KPMG LLP,

              Defendant.



                    Appeal from the United States District Court


          *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
                             for the District of Arizona
                      Susan R. Bolton, District Judge, Presiding

                      Argued and Submitted February 15, 2012
                             San Francisco, California

Before: GRABER and TALLMAN, Circuit Judges, and TIMLIN, Senior District
Judge.**

      Plaintiff-appellant International Union of Operating Engineers, Local 825

Pension Fund (“Appellant” or “Local 825 Fund”) appeals the district court’s

dismissal of its securities fraud class action complaint with prejudice, for failing to

adequately plead scienter. In particular, the district court found that none of the

allegations from confidential witnesses could support an inference of scienter

because the reliability and personal knowledge of the witnesses themselves were

not properly pleaded. Further, the district court concluded that the other

allegations could not, standing alone or taken together, satisfy the more stringent

pleading requirements for scienter contained in the Private Securities Litigation

Reform Act of 1995 (“PSLRA”). See Zucco Partners, LLC v. Digimarc Corp., 552

F.3d 981, 1000 (9th Cir. 2009).

      We review de novo challenges to a dismissal for failure to state a claim

under Federal Rules of Civil Procedure, Rule 12(b)(6). Livid Holdings Ltd. v.


       **
             The Honorable Robert J. Timlin, Senior United States District Judge
for the Central District of California, sitting by designation.

                                           2
Salomon Smith Barney, Inc., 416 F.3d 940, 946 (9th Cir. 2005). We affirm the

district court for the reasons stated in its well-reasoned order dated November 16,

2010.

        AFFIRMED.




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