通过回顾数十年来有关公司并购的社会经济效果的经验性研究后发现,从社会经济的整体结果看,鼓励收购应当成为政策的基本导向。本文简要介绍了实践中美国上市公司收购防御的主要措施,以及法院审查这些防御措施的基本态度和适用规则,强调了通过司法审查区分出收购防御的动机,监控目标公司管理层自利防御的重要性。以上述分析为基础,对于我国上市公司防御涉及的一系列独特问题,建议从降低敌意收购的制度成本、培养高素质的专业司法人才以及稳步推进证券发行的注册制改革三个政策方向进行认真考量。 By reviewing the decades of empirical studies on the socioeconomic effects of M & A, it has been found that, in the overall socio-economic result, encouraging acquisitions should become the basic orientation of the policy. This article gives a brief introduction of the main measures taken by US listed companies in their defense acquisition and the basic attitude and applicable rules of the court in reviewing these defensive measures. It emphasizes the importance of judging the motives of the defense of acquisition through judicial review, and the importance of monitoring the self-serving defense of target companies Sex. Based on the above analysis, it is suggested that we carefully consider the three policy directions of reducing the institutional cost of hostile takeovers, cultivating high-quality professional judicial personnel and steadily promoting the registration reform of securities issuance for a series of unique issues involved in the defense of listed companies in our country. .