Fischer

The issue before us is whether the complaint in this securities fraud class action states a claim under the heightened pleading requirements of the Private Securities Litigation Reform Act of 1995 (“PSLRA”), 15 U.S.C. § 78u 4(b)(1), (2). The district court held that it did not, and dismissed the complaint without leave to amend. The plaintiffs appeal, and we affirm.

Background

This action is brought under §§ 10(b) and 20(a) of the Securities Exchange Act *1084 of 1934,15 U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5 of the Securities Exchange Commission, 17 C.F.R. § 240 .10b-5. The plaintiffs allege violations of the Act and Rule on behalf of a class of investors who bought Vantive stock between April 23, 1997 and July 6, 1998 (the “class period”). The defendants are the Vantive Corporation and certain of its officers and directors. We summarize the facts from the complaint, and assume these facts to be true for the purposes of our decision.

Vantive sold and serviced customer relationship management software (called “front-office software”) that enabled field personnel to deliver customer service across many channels, including the Internet, a call center, or in…