INGRAHAM, Circuit Judge:
This appeal arises from a shareholder derivative suit filed on behalf of Contran, Inc., alleging that the Inside Defendants — the officers and directors of Contran, the target company — breached a fiduciary duty by opposing a tender offer by Outside Defendants — the principals of Danco, Inc., the tender offeror — and that both the Inside and Outside Defendants breached a fiduciary duty by entering into a settlement...
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