GURFEIN, Circuit Judge:
Both the plaintiffs and the defendant-directors in two stockholder derivative actions brought on behalf of Twentieth Century-Fox Film Corp. ("Fox") appeal from an order of the District Court (Hon. Constance Baker Motley, Judge) refusing approval of a stipulation of settlement under F.R.Civ.P. 23.1. The settlement that was disapproved by Judge Motley involved the granting of options, which were restricted in certain ways, to defendant...
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