Wied v. Valhi, Inc.

HERRMANN, Chief Justice:

This appeal arises from the refusal by the Court of Chancery to impose a constructive trust upon profits the intervenor-plaintiff alleges were received by the plaintiff in a private settlement of representative litigation.

I

The plaintiff, Valhi, Inc. (“Valhi”), owned 700,000 shares, or in excess of 20%, of the stock of PSA, Inc. (“PSA”). In October, 1978, in response to a perceived threat of a takeover by Valhi, PSA directors proposed certain amendments to PSA’s charter and bylaws. Valhi opposed the amendments in a proxy contest. To implement that opposition, Valhi…