Her father is a vice president of Morrow & Company, proxy solicitors in New York.

In the process it paid large fees to investment bankers, lawyers, academic consultants, expert witnesses, proxy solicitors and public relations firms.

Mr. Icahn said his proxy solicitors had told him his group appeared to have received 77 percent of the votes cast.

While some investment banking firms are involved, it is the proxy solicitors who have become the major powers.

"Don is the guy who made all the proxy solicitors rich."

Last-minute votes can be cast by "proxygram," or a phone call to a proxy solicitor.

Thus First Union's proxy solicitors could garner more votes than do their opponents, but still not win.

Both sides send information and voting cards directly to all shareholders, who return their votes to the appropriate proxy solicitor for tabulation.

But 40 percent of shares held by brokers belong to people who do not object to being identified, proxy solicitors say.

Proposals to raise management fees generally attract the highest number of "no" votes, according to many proxy solicitors.