This section contains the nature of the case and procedural background.

Stockholders of General Electrodynamics Corp., Joe Matthews and Paul Thorp (P) were fighting for control of the company against incumbent management, Francis Salgo (D). P presented four proxy documents purporting to be executed in their favor on behalf of Pioneer Casualty Co for 29,934 shares. The shares had been transferred to Don Shepherd who was in bankruptcy. Both Mr. Shepherd and the receiver of Pioneer had signed the proxies, which were refused by the election inspector. The cause came for trial before the court without a jury. The court issued a final decree ordering D to reconvene the stockholders' meeting before the court on January 15, 1973, for the sole purpose of declaring P and the other nonmanagement candidates elected as directors of the corporation and for the purpose of entertaining a motion to adjourn the meeting sine die. Ds appealed.

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