In the summer of 1961, Arco and Loral Electronics Corp. (D) negotiated for an amalgamation of the companies. As of October 27, 1961, they entered into a 'Reorganization Agreement and Plan.' The provisions of this Plan pertinent here are in substance as follows: 1. Arco agrees to sell all its assets to Loral in consideration (inter alia) of the issuance to it of 283,000 shares of Loral; 2. Arco agrees to call a stockholders meeting for the purpose of approving the Plan and the voluntary dissolution; 3. Arco agrees to distribute to its stockholders all the Loral shares received by it as a part of the complete liquidation of Arco. At the Arco meeting, all the stockholders voting (80%) approved the Plan. It was thereafter consummated. P contended that the sale of assets and dissolution statutes could not be legally combined and that the plan constituted a de facto merger without affording shareholders rights provided in the merger statute. P contends that the several steps taken here accomplish the same result as a merger of D into Loral. In a 'true' sale of assets, the stockholder of the seller retains the right to elect whether the selling company shall continue as a holding company; The stockholder of the selling company is forced to accept an investment in a new enterprise without the right of appraisal granted under the merger statute. § 271 cannot, therefore, be legally combined with a dissolution proceeding under § 275 and a consequent distribution of the purchaser's stock. Such a proceeding is a misuse of the power granted under § 271 and a de facto merger results. P who did not vote at the meeting sued to enjoin the consummation of the Plan on the grounds that (1) that it was illegal; (2) that it was unfair. The second ground was abandoned. Affidavits and documentary evidence were filed, and D moved for summary judgment and dismissal of the complaint. The Vice Chancellor granted the motion and P appealed.