“flip-in” and “flip-over” provisions: a “flip-in” provision allows a shareholder to acquire additional shares of the company in which that shareholder already holds shares; A “flip-over” provision allows a shareholder to acquire shares of the lowering company (with a discount) if it exists. All rights plans contain a flip-in layout and the vast majority of rights plans contain both flip-in and flip-over layouts. The purpose of a shareholder rights plan is to compel a bidder to negotiate with the board of directors of the target company and not directly with the shareholders. The effects are twofold: The flip-in strategy allows existing shareholders to acquire shares in the company at a discount. This discount is often significant, allowing existing shareholders to consolidate their claim in the part of the business that is not purchased by the acquirer. This right of sale is granted before the end of the acquisition or acquisition and is often triggered when the acquirer exceeds a certain percentage. The purchase of shares expected from the company weakens the acquirer`s equity and reduces the value that the purchaser receives for the price paid by the purchaser. All shareholders are now less powerful when it comes to board votes, because each share now holds less of the entire company. However, existing shareholders (excluding the purchaser) will effectively have concentrated power due to the purchase of shares at a reduced price. In this context, the verification of acquisition defenses remains important, as a board of directors evaluates how best to protect and unlock shareholder value in difficult times. . . .