The Community Hotel Corporation of Newport, RI (D) was incorporated in 1924. Bove, (P) owns 900 shares of preferred stock. Newport Hotel Corporation was organized by D for the purpose of effectuating a merger between D and Newport. In the merger, Newport would acquire sole ownership of all property now owned by D in exchange for 5 shares of Newport stock for every share of D's preferred stock. Prior to a special meeting to vote on the merger, P filed suit alleging an effort to eliminate preferred stock priorities with less than unanimous consent of the stockholders.