OPINION
LAMB, Vice Chancellor.
I. INTRODUCTION
This lawsuit challenges actions taken by a Special Committee of the board of defendant Quanta Services, Inc. ("Quanta") in connection with a proxy contest initiated by plaintiff and insurgent shareholder Aquila, Inc. ("Aquila"). Aquila, formerly known as UtiliCorp United, Inc., is a Delaware corporation based in Kansas City, Missouri, and is a multi-national energy and energy services business...
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