In this paper, I shall discuss the requirements of obtaining valid proxies under the various state laws and the regulations of the Securities and Exchange Commission. Because of the many state jurisdictions involved, it is not possible to define exactly the requirements of each. However, I shall follow the general practice and attempt to point out the significant variations therefrom. I shall also point out how several recent proxy contests were waged and make some recommendations for changes in SEC regulations and state laws to secure a greater voice for the independant stockholder.