Several Guaranty shareholders formed the Committee (P) which commenced a proxy contest to elect its six nominees to the board of Guaranty. The final tally showed that P won by 57,000 votes or thereabouts. Thus, P's nominees were elected unless control share statutes apply to proxy contests. The judge of elections disenfranchised the votes for P based on his legal determination that the Control Shares Act precluded him from counting those votes.

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