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Opinion by Circuit Judge BERZON. Dissenting opinion by Circuit Judge TROTT. BERZON, Circuit Judge. ORDER The panel majority opinion filed November 26, 2002, is withdrawn and the attached opinion is ORDERED filed. With the filing of the attached opinion, a majority of the panel has voted to deny defendants/appellees’ petition for rehearing. Judge Berzon has voted to deny the plaintiffs/appellees’ and defendants/appel-lees’ petitions for rehearing en banc and Judge Lay has so recommended. Judge Trott has voted to grant the petition for rehearing and to grant the petitions for rehearing en banc. The full court was advised of the petitions for rehearing en banc. A judge of the court requested a vote on whether to rehear the matter en banc. The en banc request failed to receive a majority of the votes of the nonrecused active judges in favor of en banc consideration. Fed. R.App.P. 35. The petition for rehearing and the petitions for rehearing en banc are DENIED. OPINION This case involves a consent decree in an employment discrimination class lawsuit. The action was brought in 1998 by a class of approximately 15,000 African-American employees of the Boeing Company (“Boeing” or “the Company”) against the Company. The decree requires Boeing to pay $7.3 million in monetary relief to the class, less reversions and an opt-out credit, and releases Boeing from race discrimination-related and other claims. It further provides for certain injunctive relief, although much of this relief appears to be largely precatory in nature. Finally, the decree awards to the lawyers for the class (“class counsel”) $4.05 million in attorneys’ fees. A group of class members objected to the proposed consent decree, arguing that the class fails to meet' the certification requirements of Fed.R.Civ.P. 23(a) (“Rule 28(a)”) for class actions and that the settlement contained in the decree is unfair, inadequate and unreasonable under Fed. R.Civ.P. 28(e) (“Rule 23(e)”). The district court approved the decree despite the objections, and the objectors appealed to this court. After oral argument, we requested supplemental briefs from the parties concerning the attorneys’ fees issues. We hold that the district court acted within its discretion in certifying the case as a class action pursuant to Rule 23(a). We agree with the objectors, however, that the district court should not have approved the settlement agreement under Rule 23(e), because of several considerations relating to the award of attorneys’ fees and because of the structure of the damages payments established by the decree. The parties negotiated the amount of attorneys’ fees as part of the settlement between the class and the Company. They included as a term of the proposed decree the amount of attorneys’ fees that class counsel would receive. The action falls under the terms of two fee-shifting statutes. By negotiating fees as an integral part of the settlement rather than applying to the district court to award fees from the fund created, Boeing and class counsel employed a procedure permissible if fees can be justified as statutory fees payable by the defendant. Boeing and class counsel did not, however, seek to justify the attorneys’ fees on this basis but instead made a hybrid argument: They maintained that the award is an appropriate percentage of a putative “common fund” created by the decree even though common funds, as opposed to statutory fee-shifting agreements, usually do not isolate attorneys’ fees from the class award before an application is made to the court. The district court approved the fees on that common fund basis. The incorporation of an amount of fees calculated as if there were a common fund as an integral part of the settlement agreement allows too much leeway for lawyers representing a class to spurn a fair, adequate and reasonable settlement for their clients in favor of inflated attorneys’ fees. We hold, therefore, that the parties to a class action may not include in a settlement agreement an amount of attorneys’ fees measured as a percentage of an actual or putative common fund created for the benefit of the class. Instead, in order to obtain fees justified on a common fund basis, the class’s lawyers must ordinarily petition the court for an award of fees, separate from and subsequent to settlement. To assess the reasonableness of the attorneys’ fees awarded by the decree, the district court compared the amount of the fees to the amount of the putative common fund and determined what percentage of this fund the fee amount constituted. This comparison is a permissible procedure when, a court is determining the reasonableness of fees taken from a genuine common fund. In conducting the comparison, however, the district court included in the value of the putative fund the parties’ inexact, and quite probably inflated, estimate of the value of the proposed injunctive relief. Such relief should generally be excluded from the value of a common fund when calculating the appropriate attorneys’ fees award, as the benefit of that relief to the class members is most often not sufficiently measurable. The fact that counsel obtained injunctive relief in addition to monetary relief for their clients is, however, a relevant circumstance to consider in determining what percentage of the fund is reasonable as fees. We hold further, therefore, that parties ordinarily may not include an estimated value of undifferentiated injunctive relief in the amount of an actual or putative common fund for purposes of determining an award of attorneys’ fees. Finally, the decree sets up a two-tiered structure for the distribution of monetary damages, awarding each class representative and certain other identified class members an amount of damages on average sixteen times greater than the amount each unnamed class member would receive. At least one person not a member of the class was provided a damages award. The record before us does not reveal sufficient justification either for the large differential in the amounts of damage awards or for the payment of damages to a nonmember of the class. On this ground as well, the district court abused its discretion in approving the settlement. I. BACKGROUND A. Lawsuit Filed and Settled In September 1997, a group of African-American employees of the Company who believed that they were victims of race discrimination by Boeing consulted class counsel. Prior to the fifing of this lawsuit, forty-three African-American Boeing employees filed a lawsuit in March 1998 in federal court in Seattle, Washington, alleging individual claims of race discrimination in violation of 42 U.S.C. § 1981 and the state anti-discrimination law, Wash. Rev. Code § 49.60 et seq. (the “Seattle individual action”). Several months later, in June 1998, sixteen Boeing employees, including twelve plaintiffs from the Seattle individual action, filed this class action in the same court. The employees again alleged violations of § 1981 and the state anti-discrimination law but sought to represent both themselves and other similarly-situated African-American Boeing employees. The action alleged that Boeing’s promotion, compensation, and career development decisions were systematically discriminatory and that Boeing created and permitted a racially hostile work environment. The plaintiffs amended their complaint on November 4, 1998. In the amended complaint thirty-two named plaintiffs seek to represent all African-American Boeing employees. The amended complaint alleges violations of Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as well as violations of § 1981; it omits the state anti-discrimination claim but includes other state tort and contract causes of action. The named plaintiffs and over two hundred other Boeing employees each signed retainer agreements with class counsel. They agreed to pay class counsel an initial fee of $800 and to follow that payment with monthly payments of $200 each; the record contains several letters from class counsel to these individuals urging that the payments be brought up to date. Approximately $150,000 was raised in this manner. Meanwhile, in July 1998, seven named plaintiffs filed a similar class action against Boeing in Philadelphia (the “Philadelphia class action”). The plaintiffs in this case moved in October 1998 to consolidate the two actions. Soon thereafter, in early November, Boeing filed a motion to dismiss plaintiffs’ class claims. Also in November, class counsel and Boeing began settlement negotiations. Class counsel had met with numerous African-American Boeing employees before filing suit but almost no formal discovery had taken place by November. At the beginning of December, class counsel indicated frustration to their clients about the Company’s lack of responsiveness, characterizing “much of what Boeing has provided thus far as ‘junk,’ ” and adding that “Boeing has been unwilling to provide us with numerous documents we believe are pertinent to proving Boeing’s unlawful treatment of African-Americans.” The negotiations nonetheless proceeded rapidly for such a large class action at this early stage of litigation, with the result that, in January 1999, Boeing and class counsel announced that they had agreed to settle the lawsuit. The parties filed motions in district court for class certification and for preliminary approval of a consent decree. On January 25, 1999, the district court provisionally certified the class and preliminarily approved the consent decree. The preliminary approval order required the Company to provide approved notice of the proposed decree to class members through newspaper publication, distribution using the Company’s payroll system for present employees, and first-class mailings to former employees. Two distributions of the notices were ultimately required because the first notices published and mailed were improper and had to be corrected. The notices explained that Boeing would pay the attorneys’ fees and costs and reported the total sum of money Boeing would pay under the decree, the amount to be paid for monetary awards to members of the class, and the amount ascribed to injunc-tive relief. Neither version expressly identified the amount of attorneys’ fees provided in the proposed decree. B. Proposed Consent Decree The proposed consent decree purports to resolve this case, the Seattle individual action, and the Philadelphia class action. The decree releases Boeing from liability for claims brought by any of the Company’s African-American employees in exchange for certain monetary and injunctive relief. In particular, Boeing is released by all class members from all existing claims for race discrimination (under any of the various discrimination laws) and for “negligent misrepresentation, fraud, detrimental reliance, promissory estoppel, or breach of contract,” without regard to whether such claims are in any way related to the alleged race discrimination. The period covered by the release is set according to the statute of limitations period of the state in which a class member resides and extends until the preliminary approval date of the decree. As a result, any claims arising before January 25, 1999 (the preliminary approval date) of the types covered by the decree and timely under the relevant state statute of limitations are barred. The decree goes on to certify a settlement class pursuant to Fed.R.Civ.P. 23(b)(2) for purposes of equitable relief. That class consists of all African-Americans employed by Boeing from the beginning of the applicable limitations periods until the expiration of the decree (including new employees hired after the preliminary approval date of the decree). No opt-outs are allowed from the equitable relief class. The effect of this provision may be that no African-American employed by Boeing during the pertinent period, including new hires, can obtain any injunctive relief — reinstatement, promotion, or change in working conditions, for example — even if he or she opts out of the class for purposes of monetary relief and proves race discrimination in a separate action. For purposes of monetary relief, the decree approves a Settlement Class pursuant to Fed.R.Civ.P. 23(b)(3), consisting of African-American Boeing employees employed from the beginning of the applicable limitations periods until the preliminary approval date of the decree, and allows members of that class to opt out of the monetary relief provisions. By the cut-off date of April 30, 1999, about 500 class members had opted out, including six named plaintiffs. The class receives a total monetary award of $7.3 million. Out of the approximately 15,000-member class, a group of 264 individuals — less than two percent of the class — made up of the named plaintiffs and other class members identified by class counsel as having actively participated in the litigation (together, the “individually identified recipients” or “IIRs”) is to receive $3.77 million, more than half the monetary award. The $3.77 million will be distributed among the IIRs in amounts established by class counsel, who credit the assistance of an independent claims adjuster for consultation on many, but not all, of the claims. There is ample evidence in the record that before retaining this claims adjuster class counsel extensively discussed specific award amounts with some IIRs. Moreover, the record indicates that class counsel made the final decisions concerning many of these designated payments. The individual awards for the IIRs range from $5,000 to $50,000, with most of the class representatives receiving higher awards than the other IIRs, and average approximately $16,500. Based on our examination of records relating to the Wichita-based IIRs, the individuals singled out for HR settlement payments are for the most part the same people who signed individual retainers with class counsel that obligated them to pay monthly fees. The remaining $3.53 million of monetary relief is to be distributed to the rest of the class (the “unnamed class members”). To receive an award, unnamed class members must submit a claim form to an independent claims arbitrator (hired by class counsel and approved by the district court), who will verify the validity of the claims against Boeing’s records and designate awards according to a detailed point system laid out in the decree and applicable only to the unnamed class members. Some 3,400 class members filed claims, so the average payment each unnamed class member would receive is approximately $1,000. Boeing also agreed to pay $3.75 million to $3.85 million to class counsel for fees and expenses, as follow: —$3 million for attorneys’ fees and costs (the parties agreed that class counsel had incurred approximately $126,000 in costs as of the preliminary approval date); —up to $100,000 for explaining the decree to class members; and —$750,000 for monitoring, administering, implementing, and defending the decree. The decree also grants $200,000 to objectors’ counsel for their role in representing the putative class in the Philadelphia class action. Finally, within three years of receiving final judicial approval of the decree, Boeing must spend an additional $8.65 million on expenses related to the approval and implementation of the decree. This $8.65 million would go toward the cost of providing notice to class members of the proposed settlement and toward the injunctive relief provided for in the decree, discussed below. The decree further provides that: Such credited expenditures shall also include money spent by Boeing on diversity training and other programs designed to improve the cooperation between members of Boeing’s diverse workforce, to facilitate the advancement of African-Americans into first-level and higher-level management positions at Boeing, to prevent and/or resolve racial harassment concerns among the workforce, and/or to otherwise advance equal employment opportunity for African-American employees of Boeing. Nothing in the decree requires that the credited amount be in addition to any amount of money Boeing was already planning to spend on such matters. The timing of such expenditures is within Boeing’s discretion, although the parties expressed the expectation that half the funds would be spent between the preliminary approval date and the first anniversary of the final approval. The decree’s injunctive provisions are to be in effect for the three years following final judicial approval of the decree. The injunctive relief provided for in the decree is as follows: (1)Boeing will not discriminate based on race or retaliate against employees for opposing race discrimination or participating in efforts to eradicate it. These general provisions mirror statutory prohibitions. However, “Court enforcement of this Decree shall not be utilized as a method for class members to litigate entitlement to individual relief for claims of alleged Race Discrimination,” and individual complaints of race discrimination “shall not be considered to raise an issue of compliance or non-compliance with this decree.” (2) Boeing will meet annually with a three-person advisory committee chosen from among the class members to discuss “Settlement Class members’ viewpoints and concerns.” The members of the committee will bear their own expenses for attending the meetings. (3) Boeing will hire one or more consultants “to assist it in developing and assessing the success of alternative and/or supplemental human resources systems designed to accomplish the objectives in this Section [describing the injunctive relief] of the Decree.” The consultant is to be chosen by Boeing and class counsel. The consultant is to investigate the degree to which the decree successfully addresses various of the class members’ concerns and to report back to Boeing and class counsel. Nothing in the decree requires Boeing to take any action in response to these reports or otherwise to take any action suggested by the consultant. (4) Boeing — unilaterally—will develop and implement systems for providing information to hourly employees about the Company’s promotion systems and will develop and “pilot” a program designed to enable hourly employees to learn who received a particular promotion. Boeing is required to meet and confer with class counsel about the effectiveness of these programs once implemented but is not required to adopt any suggestions class counsel make or, with regard to the “pilot” promotion information program, to do anything more than “determine the feasibility of implementing that program, or comparable programs” throughout the Company. (5) Similarly, Boeing will develop a system whereby qualified but unsuccessful candidates for discretionary promotions will receive feedback and be directed to training or other steps that would make the candidates more competitive. Class counsel are to “monitor” this process, with no provision for any dispute resolution mechanism should class counsel conclude that the system is inadequate or ineffective. (6) With regard to filling opportunities for temporary promotions (useful in providing experience relevant to desirable positions), Boeing “shall identify informal systems” to permit candidates to know about and be considered for such opportunities, and shall “meet and confer” with class counsel regarding such informal systems and related complaints. There is no requirement that Boeing change its behavior in response to any suggestions or objections by class counsel or any class member. (7) Boeing “presently plans” to expand its First Level Management Selection Process (FLMSP) to all its operations over the first two years of the decree. The FLMSP, thus far a pilot program at Heritage Boeing locations, attempts to create a standardized, fair process for selecting first-level managers. If “Boeing decides not to implement FLMSP in certain portions of the Company’s operations, Boeing will advise Class Counsel of the alternative selection methods which will be utilized in such operations, and Class Counsel will provide feedback to Boeing regarding any systemic concerns about such alternative methods which they believe may impact upon the Settlement Class members.” Boeing can modify the FLMSP or eliminate it altogether; if it does so, Boeing must advise class counsel “and consider feedback provided by Class Counsel regarding such changes.” (8) In 1998, in part in response to this litigation, Boeing developed new “Company-wide EEO Investigation Guidelines,” which, among other things, improve the time period for addressing internal discrimination complaints. Boeing will accept “feedback” from class counsel on the guidelines generally and on any modifications the company makes and “may” use the consultant’s services to refine these procedures. (9) Boeing will continue the provisions of its existing harassment policy concerning race, or implement amended policies “reasonably designed to achieve the same effect” as the existing policy. Class counsel will have the opportunity to provide “feedback” on any modifications to that policy. However, “[individual [harassment] complaints shall not be considered to raise an issue of compliance or noncompliance with this Decree.” C. Objections and Their Resolution In April 1999, some members of the class filed objections to the proposed consent decree. The district court allowed limited discovery by the objectors, reviewed motions by all parties, and held two fairness hearings (but did not take any evidence at those hearings). Among other matters, the objectors complained that class counsel could not have meaningfully assessed the value of class claims because of insufficient discovery; that the monetary relief was inadequate and unfairly distributed; that the injunctive relief would not result in concrete benefits to the class; that the court should not approve a single broad class, since the members of the putative class have divergent interests; that plaintiffs’ counsel are not fairly representing the plaintiffs because, inter alia, individual class members were promised monetary relief in order to secure their support of the decree; that the notice provided to class members was deficient; and that the fees awarded to class counsel are too high. In partial response, most of the named plaintiffs and Boeing submitted summaries of allegedly comparable average monetary awards in other employment class actions; declarations of several experts, including the Reverend Jesse Jackson, praising the proposed decree (largely on the understanding that the decree would provide individual class members with free legal representation with regard to their employment issues at Boeing); and evidence that Boeing had vigorously contested race discrimination cases brought to trial against the Company, with victorious results that led class counsel, as stated in a declaration to the district court, to be “hard pressed to find anything that would support a nationwide victory over Boeing.” In September 1999, the district court certified a settlement class and approved the decree. In its order approving the decree, the district court concluded that “there are important advantages to class-wide resolution in this type of dispute.” The court cited Boeing’s past success in defending against individual claims of race discrimination; the court’s assessment of the effectiveness of the injunctive relief; and the cooperative nature of the settlement. It found no merit to the objectors’ qualms over the class’s certification. Plaintiffs’ “allegations clearly raise class-wide legal and factual issues sufficient to satisfy the [commonality] requirement.” Moreover, typicality was assured by the “broadly selected cross-section ... of Boeing employees” serving as named plaintiffs. The court proceeded to certify the class. Concerning the fairness of the decree, the district court emphasized “a strong judicial policy favoring settlement of class actions,” noting the conservation of resources for all concerned that leaves “more to devote to the problems raised by the claim.” The court approved the notice procedure followed by the parties and then conducted an analysis of the fairness, adequacy and reasonableness of the decree. The “heart of the matter” according to the district court was the amount of the settlement; it reviewed the decree’s components and found that the objectors “have not presented any evidence to suggest that the amount of payments appear [sic ] inadequate or unfair when compared with the other cases [cited by Boeing].” Further, the court decided that “the awards to the named parties are not excessive.” Without reviewing the proposed decree in any detail in its order, the district court concluded that the injunctive provisions are not “toothless,” but “present a novel and potentially effective response to the problem of race discrimination.” After rejecting categorically allegations of collusion between class counsel and Boeing, the court concluded, citing this court’s precedent, that “the mere possibility of a better settlement is not sufficient grounds for finding the agreement unfair.” As a final matter, the district court found the award of attorneys’ fees “to be reasonable given the nature of the case, the risks to the plaintiffs’ counsel’s firm, and the amount of pre-filing and post-settlement work performed.” II. DISCUSSION This case presents difficult questions regarding the appropriate role of the courts in approving class action settlement decrees. The governing principles are clear, but their application is painstakingly fact-specific and hampered by the much greater knowledge of the parties as to the give- and-take of the bargaining process. Judicial review also takes place in the shadow of the reality that rejection of a settlement creates not only delay but also a state of uncertainty on all sides, with whatever gains were potentially achieved for the putative class put at risk. We are mindful of the value dialogue and cooperation have played in attempting to resolve this litigation and in aspiring to foster a spirit of future goodwill in the wake of an alleged systemic pattern of race discrimination. To vindicate the settlement of such serious claims, however, judges have the responsibility of ensuring fairness to all members of the class presented for certification. Especially in the context of a case in which the parties reach a settlement agreement prior to class certification, courts must peruse the proposed compromise to ratify both the propriety of the certification and the fairness of the settlement. First, the district court must assess whether a class exists; “[s]uch attention is of vital importance, for a court asked to certify a settlement class will lack the opportunity, present when a case is litigated, to adjust the class, informed by the proceedings as they unfold.” Amchem Prods. Inc. v. Windsor, 521 U.S. 591, 620, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997). Second, the district court must carefully consider “whether a proposed settlement is fundamentally fair, adequate, and reasonable,” recognizing that “[i]t is the settlement taken as a whole, rather than the individual component parts, that must be examined for overall fairness_” Hanlon v. Chrysler Corp. 150 F.3d 1011, 1026 (9th Cir.1998) (citations omitted). When, as here, the parties have entered into a settlement agreement before the district court certifies the class, reviewing courts “must pay ‘undiluted, even heightened, attention’ to class certification requirements.... ” Id. at 1019 (quoting Amchem, 521 U.S. at 620, 117 S.Ct. 2231). Moreover, concerns about the fairness of settlement agreements “warrant special attention when the record suggests that settlement is driven by fees; that is, when counsel receive a disproportionate distribution of the settlement. ...” Id. at 1021. In this case, the objectors contend that the lawsuit does not qualify for class action status under Rule 23(a). We review under the abuse of discretion standard a district court’s decision to certify a case as a class action. Armstrong v. Davis, 275 F.3d 849, 867 (9th Cir.2001). Although we have some concerns, largely relating to litigation management, as to whether the case could be maintained as a class action if the litigation continues, the district court did not abuse its discretion in certifying the case for settlement purposes pursuant to Rule 23. The objectors argue in the alternative that the district court should not have approved the settlement agreement under Rule 23(e). ‘We have repeatedly stated that the decision to approve or reject a settlement is committed to the sound discretion of the trial judge because he is exposed to the litigants, and their strategies, positions and proof.” Hanlon, 150 F.3d at 1026 (citation and internal quotation marks omitted). Nonetheless, the district court did in this case abuse that discretion. To repeat what this court had reason recently to state: “Although we are always cautious to reverse the ... approval of a settlement agreement because of the time and effort dedicated by the parties and the district court, we are compelled to do so in this case because of the unjust terms of the decree.” Molski v. Gleich, 318 F.3d 937, 956 (9th Cir.2003). We address first the propriety of the class certification and then examine the district court’s decision to approve the settlement agreement. A. Class Certification Rule 23(a) establishes four prerequisites for class action litigation, which are: (1) numerosity, (2) commonality, (3) typicality, and (4) adequacy of representation. We examine each of these requirements in turn. 1. Numerosity Rule 23(a)(1) requires that “the class is so numerous that joinder of all members is impracticable.” There is no dispute that the numerosity requirement is met in this case. The plaintiff class before us is approximately 15,000 in number. 2. Commonality Rule 23(a)(2) requires that “there are questions of law or fact common to the class.” We stated in Hanlon that Rule 23(a)(2) has been construed permissively. All questions of fact and law need not be common to satisfy the rule. The existence of shared legal issues with divergent factual predicates is sufficient, as is a common core of salient facts coupled with disparate legal remedies within the class. 150 F.3d at 1019. The class in this case is broad and diverse. It encompasses some 15,000 employees, from a wide range of positions both salaried and hourly, who are employed at Boeing facilities located in 27 different states. Class counsel argue, and the district court found, that the large class is united by a complex of company-wide discriminatory practices against African-Americans. Gen. Tel. Co. of Southwest v. Falcon, 457 U.S. 147, 157, 159, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982), emphasizes that the fact “that racial discrimination is by definition class discrimination,” cannot automatically convert a single allegation of race discrimination into “an across-the-board attack.” Though the commonality claim in this case is ambitious and therefore especially worthy of scrutiny, it is far from the theoretical extrapolation sought in Falcon. That ease concerned only one named plaintiff who did not identify any other plaintiffs subjected to the treatment he claimed to have experienced. By contrast, the record indicates that class counsel interviewed more than 1,300 Boeing employees from facilities across the country. Counsel have produced detailed documentation of discrimination experienced by more than 200 of these employees. Those named employees include salaried managers and hourly line-workers, union members and non-union members, employees from all of Boeing’s major locations, and employees from two firms that Boeing recently acquired. Appellees also point to the results of an internal “survey of Boeing’s affirmative action issues,” distributed in an e-mail to Boeing senior management. The e-mail identified “racial bias” in the categories of hiring practices and promotion practices and “race issues” in the category of peer working environment as issues of concern at the Company. In fact, the named plaintiffs and objectors share the contention that discriminatory practices at Boeing are widespread and entrenched. According to the district court, “both the supporters of the consent decree and the objectors spoke forcefully of institutional problems with race discrimination.” The court may not go so far, of course, as to judge the validity of these claims. “Although some inquiry into the substance of a case may be necessary to ascertain satisfaction of the commonality and typicality requirements of Rule 23(a), it is improper to advance a decision on the merits to the class certification stage.” Moore v. Hughes Helicopters, Inc., 708 F.2d 475, 480 (9th Cir.1983), citing Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 177-78, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974). But the breadth and consistency of class counsel’s initial evidence places the district court’s finding of commonality well within that court’s discretion. Objectors also dispute the finding of commonality on three more specific grounds. First, objectors claim that common issues cannot link all African-American Boeing employees when two of Boeing’s subsidiaries are recent acquisitions. Boeing acquired the defense and space operations of Rockwell International in December 1996 (renaming them Boeing North America, hereinafter “BNA”), and the McDonnell Douglas Corporation (“MDC”) in August 1997. Employees from both these subsidiaries are among the class representatives. Their reported experiences are similar to the others’. Boeing is responsible for the employment practices of all its sub-parts. The Company, for example, issued an “Equal Employment Opportunity” policy in July 1998, applicable to all Boeing organizations. This document stated that the “primary responsibility for implementing this policy rests with the senior management of the company.” Some of the class’s historical evidence from BNA and MDC employees may extend to before the mergers, but the kernel of the class complaint is that a complex of discriminatory practices pervades Boeing today and in the recent past. The fact of the mergers does not bar a finding of commonality. Objectors also contest commonality on the ground that some class members were subject to collective bargaining agreements that laid out objective criteria for promotions. Objectors point to a comment in a footnote from the Falcon opinion: Significant proof that an employer operated under a general policy of discrimination conceivably could justify a class of both applicants and employees if the discrimination manifested itself in hiring and promotion practices in the same general fashion, such as through entirely subjective decisionmaking processes. In this regard it is noteworthy that Title VII prohibits discriminatory employment practices, not an abstract policy of discrimination. Falcon, 457 U.S. at 159 n. 15, 102 S.Ct. 2364. This hypothetical class in Falcon’s footnote fifteen is both broader and narrower than the class before us. It is broader because the class here does not combine employees with applicants and does not allege discriminatory hiring. It is narrower because the class here complains of a complex of discriminatory practices that includes compensation, training, and work environment in addition to promotions. Union employees under objective promotion systems may have been immune to discrimination in promotion, but they could still have been affected by other alleged axes of discrimination. We understand footnote fifteen of Falcon to present a demonstrative example rather than a limited exception to the overall skepticism toward broad discrimination class actions. That is, as we read Falcon, it does not generally ban all broad classes but rather precludes a class action that, on the basis of one form of discrimination against one or a handful of plaintiffs, seeks to adjudicate all forms of discrimination against all members of a group protected by Title VII, § 1981, or a similar statute. Bowman v. Block, 940 F.2d 1211 (9th Cir.1991), confirms our reading of Falcon. Bowman was a post -Falcon case in which we upheld the certification of a class of female applicants for a sergeant’s position. Defendant Los Angeles County objected to the lack of an evidentiary hearing on the commonality question, citing Falcon. We noted that the district court had concluded “that there were common questions in that ‘plaintiff is attacking defendants’ discriminatory practices against females, and this is not just as it applied to plaintiff only.’ This statement identifies a common legal issue, discrimination against women, and a common factual problem, discrimination as applied in the Sheriffs Department.” Id. at 1232. We found the Falcon concern inapplicable because class status was not sought on the basis of a single discriminatory practice “as it applied to plaintiff only.” Id. For similar reasons, Falcon does not bar a commonality finding in this case. Third, objectors contend that decision-making at Boeing is too decentralized to permit a class that combines plaintiffs from disparate locales. Objectors rely for this argument on Doninger v. Pac. Northwest Bell, 564 F.2d 1304 (9th Cir.1977), in which we upheld a district court’s denial of certification to an attempted class of female employees and applicants. The primary reason class certification was inappropriate in Doninger was that the putative class would in large part have overlapped with the terms of a consent decree entered into by American Telephone and Telegraph and already applicable to Pacific Northwest Bell employees. “Substantial numbers” of the individuals who would have been class members had waived their claims and accepted relief under the preexisting decree. Id. at 1309. Additionally, plaintiffs in Doninger wanted to rely, in the style that Falcon later rejected, on the experiences of a few individuals. Ruling on the commonality question, we found it significant that Pacific Northwest Bell was divided into six “establishments,” each with its own affirmative action program, while “[a]ll of the named plaintiffs are employed in one of three establishments.... ” Id. at 1310. We reasoned that “[s]ince different affirmative action programs, and thus possibly different patterns and practices, exist in each establishment, appellants would have considerable difficulty in adequately representing class members from the other three PNB establishments.” Id. at 1311 (footnote omitted). The case before us does not present the problem of a preexisting consent decree. Moreover, its named plaintiffs come from a wide array of Boeing’s divisions. As noted above, Boeing is responsible for the employment practices of all its units. Class counsel introduced evidence of centralized decisionmaking. The unsurprising fact that some employment decisions are made locally does not allow a company to evade responsibility for its policies. See, e.g., Bates v. United Parcel Serv., 204 F.R.D. 440, 446 (N.D.Cal.2001); Morgan v. United Parcel Serv. of Am., 169 F.R.D. 349, 356 (E.D.Mo.1996). We conclude that the district court was within its discretion to find the commonality requirement of Rule 23(a)(2) met in this case. In so holding, we stress that we are applying an abuse of discretion standard. The district court in all likelihood could, also without abusing its discretion, have declined to certify the overall class in favor of certifying discrete sub-classes, so as to assure commonality. As the district court noted, however, the objectors in this case, while pointing to many aspects of the consent decree with which they disagree, did not demonstrate that the certification of a broad class rather than subclasses compromised the interests of one or more of the groups of employees that might have had sufficiently cohesive interests to have been certified as a subclass. We later conclude that the consent decree did unfairly distribute the available funds among the members of the plaintiff class. But that unfair distribution did not reflect the same fault lines of potential conflict that the objectors maintain undermined the class action determination, namely the potential conflict among employees who work at different levels in the corporate hierarchy, among employees who work in different locations, and among employees who work for Heritage Boeing as opposed to those who work for the recently-merged units. Although for the most part the same standards apply under Rule 23 in judging the propriety of a settlement class as apply in determining whether a class for trial purposes is appropriate, Amchem, 521 U.S. at 620-21, 117 S.Ct. 2231, in judging the propriety of a settlement class, “close inspection of the settlement in that regard [is] altogether proper.” Id. at 620, 117 S.Ct. 2231. The presence or absence of settlement terms that differentially affect the sub-groups which objectors contend have potentially diverging interests is indicative of whether these alleged conflicts are in fact pertinent to the issues in the lawsuit. Cf. id. at 626-27, 117 S.Ct. 2231 (noting that in the asbestos products liability case at issue “the terms of the settlement reflect essential allocation decisions” regarding the distribution of funds, terms that did not take into account “[t]he disparity between the currently injured and exposure-only categories of plaintiffs” regarding the relative desirability of immediate payments versus “an ample, inflation-protected fund for the future”); see also Molski, 318 F.3d at 955-56 (looking at the consent decree to determine likelihood of collusiveness). Consequently, the district court acted within its discretion in declining to insist on subclasses and thereby potentially undo the settlement for reasons unlikely to have affected it. 3. Typicality Rule 23(a)(3) requires that “the claims or defenses of the representative parties are typical of the claims or defenses of the class.” Falcon noted that “[t]he commonality and typicality requirements of Rule 23(a) tend to merge.” 457 U.S. at 157 n. 13, 102 S.Ct. 2364. In this case, the district court explained that: The named plaintiffs ... include a very broadly selected cross-section of the different categories of Boeing employees. Salaried and hourly, management and line-worker, union and non-union are all represented, as are each of the major geographic hubs of Boeing’s operations and each of the pre-merger companies. Particularly in a case in which the requested relief applies evenly to the various sub-groups, this cross-section of Boeing employees suffices to insure that the interests of these sub-groups have been adequately represented, and meets the typicality requirement of Rule 23(a). Objectors do not dispute the breadth of representation, but complain that class counsel did not provide clear documentation that each job category had a class representative for each type of discrimination claim alleged. That level of specificity is not necessary for class representatives to satisfy the typicality requirement. In Hanlon, we stated that “[u]nder the rule’s permissive standards, representative claims are ‘typical’ if they are reasonably coextensive with those of absent class members; they need not be substantially identical.” 150 F.3d at 1020. Typicality “does not mean that the claims of the class representative[s] must be identical or substantially identical to those of the absent class members.” 5 Herbert B. Newberg & Alba Conte, Newberg on Class Actions, § 24.25 at 24-105 (3d ed.1992); see also Armstrong, 275 F.3d at 869. The district court here was within its discretion to find that the representatives’ claims are “reasonably coextensive with those of absent class members.” Hanlon, 150 F.3d at 1020. 4. Adequacy of Representation Rule 23(a)(4) permits the certification of a class action only if “the representative parties will fairly and adequately protect the interests of the class.” To determine whether the representation meets this standard, we ask two questions: (1) Do the representative plaintiffs and their counsel have any conflicts of interest with other class members, and (2) will the representative plaintiffs and their counsel prosecute the action vigorously on behalf of the class? Hanlon, 150 F.3d at 1020; see also Molski, 318 F.3d at 955 (quoting Crawford v. Honig, 37 F.3d 485, 487 (9th Cir.1995), and stating a similar standard). Counsel conducted broad research, assertedly interviewed some 1,300 employees, held many meetings with class members at various Boeing sites, and achieved some relief from a company that has historically been successful in defending against discrimination claims. See, e.g., Croker v. Boeing Co., 662 F.2d 975 (3d Cir.1981) (court found against class on all issues of liability; nominal damages granted to individual plaintiffs; decision overruled on other, procedural grounds). Although we later question whether the settlement agreement, as opposed to class counsel’s pre-settlement activity, was the result-of disinterested representation, that question is better dealt with as part of the substantive review of the settlement than under the Rule -23(a) inquiry. Otherwise, the preliminary class certification issue can subsume the substantive review of the class action settlement. The district court also permitted discovery on the allegations of outright collusion between class counsel and Boeing and concluded that there was no proof that collusion had occurred. The district court neither abused its discretion in finding that counsel’s representation was appropriately vigorous for purposes of class certification nor clearly erred in finding that there was no overt collusion. With regard to the first of the two adequacy questions, objectors contend that,a conflict arises from the facts that the class cuts across the levels of authority of Boeing employees and that, in particular, some class members supervise some of their fellow class members. This concern about classes that involve both supervisors and rank-and-file workers can be a valid one in some circumstances. In Wagner v. Taylor, 836 F.2d 578 (D.C.Cir.1987), for example, the court affirmed a district court’s finding of inadequate representation because a representative plaintiff in a Title VII case purported to represent a broad class that included non-supervisory employees. Wagner was both a senior executive and the only representative of an attempted class of all grade GS-9 and above African-American employees of, and applicants to, the Interstate Commerce Commission. The court worried that “[sjuper-visory employees are often inappropriate representatives of nonsupervisory employees because the structure of the workplace tends to cultivate distinctly different interests between the two groups. Although each group shares the interest in freedom from discrimination, potential conflicts may and do arise within a class including both.” Id. at 595 (footnotes omitted). Wagner did not,-however, adopt any per se rule concerning adequacy of representation where .the class includes employees at different levels of an employment hierarchy. We decline to do so as well. The question whether employees at different levels of the internal hierarchy have potentially conflicting interests is context-specific and depends upon the particular claims alleged in a case. Here, we do not find these workforce structure concerns to be dispositive. The named plaintiffs who are class representatives in this case include both supervisors and non-supervisory employees. The district court found that objectors fail to identify a substantive issue for which there is a conflict of interest between two or more sets of employees. Given that the named plaintiffs include representatives of each major employee subgroup, and that the requested relief applies equally throughout the class, the Court finds that there are no conflicts between class members sufficient to defeat certification. “Plaintiffs attempting representation of nonsupervisory employees by supervisory employees ... must offer evidence of coextensive interests or at least allege the existence of a general discriminatory policy.” Newberg and Conte, supra, § 24.42 at 24-170-71. Class counsel have met this burden here. The finding of adequacy was within the district court’s discretion. B. The Settlement 1. General Principles “Fed.R.Civ.P. 23(e) requires the district court to determine whether a proposed settlement is fundamentally fair, adequate, and reasonable.” Hanlon, 150 F.3d at 1026 (citation omitted). The objectors contend that the settlement agreement fails to meet Rule 23(e)’s standards. To determine whether a settlement agreement meets these standards, a district court must consider a number of factors, including: “the strength of plaintiffs’ case; the risk, expense, complexity, and likely duration of further litigation; the risk of maintaining class action status throughout the trial; the amount offered in settlement; the extent of discovery completed, and the stage of the proceedings; the experience and views of counsel; the presence of a governmental participant; and the reaction of the class members to the proposed settlement.” Molski, 318 F.3d at 953 (citation omitted); see also Officers for Justice v. Civil Serv. Comm’n of San Francisco, 688 F.2d 615, 625 (9th Cir.1982) (noting that the list of factors is “by no means an exhaustive list of relevant considerations, nor have we attempted to identify the most significant factors”). Despite this guidance, assessing the fairness, adequacy and reasonableness of the substantive terms of a settlement agreement can be challenging. As “the very essence of a settlement is compromise, ‘a yielding of absolutes and an abandoning of highest hopes,’ ” id. at 624 (citation omitted), review of the substantive terms of a consent decree — the total amount of damages awarded for example, or the precise terms of injunctive provisions — is often not productive. Courts cannot know the strength of ex ante legal claims and so are not privy to the relative strengths of the parties at the bargaining table. Nor can courts judge with confidence the value of the terms of a settlement agreement, especially one in which, as here, the settlement provides for injunctive relief. At the same time, and critically for present purposes, there are real dangers in the negotiation of class action settlements of compromising the interests of class members for reasons other than a realistic assessment of usual settlement considerations such as the strength of their legal claims, the desire for immediate rather than delayed relief, and the costs of litigation. Incentives inhere in class-action settlement negotiations that can, unless checked through careful district court review of the resulting settlement, result in a decree in which “the rights of [class members, including the named plaintiffs] may not [be] given due regard by the negotiating parties.” Id. The class members are not at the table; class counsel and counsel for the defendants are. Unlike in the non-class action context, most of class counsel’s clients cannot be consulted individually about the terms of the settlement, nor is the resulting decree submitted to the class members for approval (although there is an opportunity to object). That the class representatives are available for consultation and approval is no solution, for two reasons: First, the class representatives have their own incentives to advance their interests at the expense of the class. Second, class counsel ultimately owe their fiduciary responsibility to the class as a whole and are therefore not bound by the views of the named plaintiffs regarding any settlement. See In re GMC Pick-Up Truck Fuel Tank Prods. Liab. Litig., 55 F.3d 768, 801 (3d Cir.1995) (“Beyond their ethical obligations to their clients, class attorneys, purporting to represent a class, also owe the entire class a fiduciary duty once the class complaint is filed.”). We have characterized these inherent dangers of class settlements as encompassing the possibility that “the agreement ... is the product of fraud or overreaching by, or collusion between, the negotiating parties .... ” Officers for Justice, 688 F.2d at 625; see also Hanlon, 150 F.3d at 1027. By so stating, we do not mean to indicate concern only with overt misconduct by the negotiators. The incentives for the negotiators to pursue their own self-interest and that of certain class members are implicit in the circumstances and can influence the result of the negotiations without any explicit expression or secret cabals. That is why district court review of class action settlements includes not only consideration of whether there was actual fraud, overreaching or collusion but, as well, substantive consideration of whether the terms of the decree are “fair, reasonable and adequate to all concerned.” Officers for Justice, 688 F.2d at 625. Still, both the difficulties of judicial assessment of a compromise settlement, discussed above, and the rule that “[t]he district court’s final determination to approve the settlement should be reversed ‘only upon a strong showing that the district court’s decision was a clear abuse of discretion,’ ” Hanlon, 150 F.3d at 1027 (quoting In re Pac. Enters. Sec. Litig., 47 F.3d 373, 377 (9th Cir.1995)), circumscribe our inquiry on appeal into the fairness question. As a practical matter we will rarely overturn an approval of a class action consent decree on appellate review for substantive reasons unless the terms of the agreement contain convincing indications that the incentives favoring pursuit of self-interest rather than the class’s interests in fact influenced the outcome of the negotiations and that the district court was wrong in concluding otherwise. See Molski 318 F.3d at 953-54. Our inquiry therefore most usefully focuses primarily upon whether the particular aspects of the decree that directly lend themselves to pursuit of self-interest by class counsel and certain members of the class — namely, attorneys’ fees and the distribution of any relief, particularly monetary relief, among class members — strictly comport with substantive and procedural standards designed to protect the interests of class members. This is not to say that we do not consider the remaining terms of the settlement agreement as well. “It is the settlement taken as a whole, rather than the individual component parts, that must be examined for overall fairness,” and “[t]he settlement must stand or fall in its entirety.” Hanlon, 150 F.3d at 1026; see also Strong v. BellSouth Telecomms., 137 F.3d 844, 848 (5th Cir.1998) (“To be enforceable, the Agreement require[s] the final approval of each federal court, pursuant to [Rule] 23(e). Any modification to the Agreement, whether by a party or a court, would render the Agreement void.”). Where the other terms of a settlement raise questions not recognized by the district court concerning fairness and adequacy — as we conclude they do here — our scrutiny of the fees and damages distribution provisions should be all the more rigorous. But absent some glaring inequity in the remaining terms of the agreement missed in the district court’s inquiry, it will be rare that we will reverse a district court’s approval of a class action consent decree unless the fees and relief provisions clearly suggest the possibility that class interests gave way to self-interest. 2. The Settlement as a Whole In this case, we are somewhat uneasy, reading the settlement as a whole, about whether in reaching the settlement, class counsel adequately pursued the interests of the class as a whole. Provisions giving rise to this unease include the extent of Boeing’s release from liability, which includes any breach of contract action by any class member; the stipulation that the prohibition on race discrimination cannot be enforced in individual cases; the numerous instances in which Boeing is permitted to develop its own remedial schemes (and, in some instances, unilaterally to abandon such schemes as infeasible), with an obligation only to consult with class counsel but with no obligation to submit to any enforcement or dispute resolution mechanism if the schemes are unsatisfactory; the limited role for the consultant Boeing is required to hire; and the incorporation in the agreement of promotion and complaint programs Boeing had already developed and implemented, with no obligation on the part of the Company to continue those programs in their present form or alternatively to substitute programs of the same efficacy. Further, the district court did not entirely appreciate the limited scope of many of the injunctive provisions of the decree. For example, the court opined that “changes will be made in the procedure for resolving discrimination related complaints.” (Emphasis added.) In fact, the changes in the complaint procedure had already been implemented, and, while the agreement indicates that the implementation appeared adequate, Boeing made no commitment in the decree to continue the same process in effect during the term of the agreement (or even to assure that any replacement process would be as effective as the present one). We also note that, unlike the district court, we decline to rely in our assessment of the injunctive provisions upon “the approval of several disinterested experts in race discrimination, the Reverend Jesse Jackson first among them.” The experts’ positive assessments all rely heavily on the assertion that the decree provides all members of the class with three years of free legal assistance to, as one declaration put it, “review their employment history, review proposed or actual job opportunities, ... assist them with job applications, and ... challenge the selection of someone else for the jobs.” As noted above, Boeing has expressed its skepticism that the decree embodies any obligation on the part of class counsel to provide such free individualized legal assistance or on the part of Boeing to respond to such individualized representation by attorneys. Reading the decree carefully, we share that skepticism. The attorneys’ fees provision provides $750,000 to class counsel for “monitoring, administration, implementation and defense of the Decree,” including, in particular, “Class Counsel’s time and expenses involved in the processing of claims under Section XI(c)(4) and the distribution of all monetary awards ... including expenditures by Class Counsel in regard to compensating the Claims Arbitrator.... ” That language hardly encompasses the individualized representation for future claims of discrimination the experts’ declarations assume. Nor does any provision in the decree specifically require Boeing to confer with class counsel about individuals’ promotion applications. It may be that class counsel, commendably, intend to attempt to provide such individual representation, although nothing in the factual record indicates a commitment to do so. If so, $750,000 is unlikely to go very far in compensating class counsel for such representation, given the size of the class and the other representational duties for which the decree specifically earmarks the money. Since the' experts’ understanding of the proposed settlement appears less than precise, the district court should not have relied so heavily upon those assessments, and we do not do so. Despite all of the foregoing concerns, we would not overturn the district court’s determination to approve the settlement as fair were the release and injunctive provisions the only aspects of the decree that are troublesome. As the district court noted, plaintiffs’ risk of losing the case on the merits was quite high; Boeing had an unbroken h