By Liz Hoffman 

Freeport-McMoRan Inc. is nearing a settlement of more than $100 million to resolve allegations its board and executives had conflicts of interest while negotiating the natural-resource company's $9 billion purchase of two affiliates last year, according to people familiar with the matter.

The agreement would resolve a lawsuit filed by some of Freeport's shareholders alleging that the company overpaid when it bought McMoRan Exploration Co. and Plains Exploration & Production Co. The shareholders allege that the deals were an effort to rescue a struggling McMoRan, in which Freeport, its board members and key executives owned shares.

Neither Freeport, nor its directors or executives, is expected to admit wrongdoing as part of a settlement, which would come in lieu of a trial.

Write to Liz Hoffman at liz.hoffman@wsj.com

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