                   FOR PUBLICATION
  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

THE UPPER DECK COMPANY, LLC             
and RICHARD P. MCWILLIAM,
                                               No. 07-56070
              Plaintiffs-Appellants,
                                                 D.C. No.
                v.
                                             CV-05-1945 IEG
AMERICAN INTERNATIONAL                            (RBB)
SPECIALTY LINES INSURANCE
                                                OPINION
COMPANY,
              Defendant-Appellee.
                                        
        Appeal from the United States District Court
           for the Southern District of California
         Irma Gonzalez, District Judge, Presiding

                 Argued and Submitted
         November 20, 2008—Pasadena, California

                    Filed December 9, 2008

   Before: Pamela Ann Rymer and Milan D. Smith, Jr.,
  Circuit Judges, and Edward R. Korman,* District Judge.

                      Per Curiam Opinion




  *The Honorable Edward R. Korman, Senior United States District
Judge for the Eastern District of New York, sitting by designation.

                              16169
16170         THE UPPER DECK v. AMERICAN INT’L


                         COUNSEL

Duke F. Wahlquist, Rutan & Tucker, LLP, Costa Mesa, Cali-
fornia, for the plaintiffs-appellants.

Peter A. Stroili, D’Amato & Lynch, LLP, New York, New
York, (argued); Jeffry A. Miller, Lewis Brisbois Bisgaard &
Smith LLP, San Diego, California, for the defendant-appellee.


                         OPINION

PER CURIAM:

   This appeal arises out of an insurance policy that The
Upper Deck Corporation (“Upper Deck”), purchased from
American International Specialty Lines Insurance Company
(“AISLIC”). The policy insured a tax strategy that KPMG, an
accounting firm, developed for Upper Deck. The IRS investi-
gated the tax strategy and determined that it constituted an
improper tax shelter. Upper Deck then settled with the IRS for
$80 million in back taxes and interest, and with the California
Franchise Tax Board for $17 million in back taxes and inter-
est.
              THE UPPER DECK v. AMERICAN INT’L            16171
   After AISLIC rejected Upper Deck’s claim that the policy
covered the loss incurred as a result of the settlement, Upper
Deck and its Chief Executive Officer, Richard McWilliam,
filed a complaint in the United States District Court for the
Southern District of California seeking, inter alia, a declara-
tory judgment that the policy issued by AISLIC covered the
loss. Subsequently, the district court granted AISLIC’s
motion to compel arbitration.

   A three-member panel of arbitrators held that Upper Deck
and McWilliam were not entitled to coverage because Upper
Deck had abandoned the tax strategy that AISLIC had
insured. The district court confirmed the arbitration award.
Upper Deck Co. v. Am. Int’l Specialty Lines Ins. Co., 495
F.Supp.2d 1092, 1104 (S.D. Cal. 2007). Upper Deck and
McWilliam appeal. We affirm for substantially the same rea-
sons stated in the opinion of the district court, except for its
discussion of the arbitrators’ reliance on the failure of McWil-
liam to comply with § 9(b) of the policy. Id. at 1096-1104.
We do not reach that issue because we agree with the district
court that the alternative grounds for the arbitrators’ award
“drew [their] essence from the [p]olicy and plausibly inter-
preted [it].” Id. at 1104.

  AFFIRMED.
