上市公司收购尤其是敌意收购,是公司控制权市场发挥作用的基础,对公司治理的改善具有一定作用。而为应对敌意收购,许多公司不仅通过在公司章程中设置障碍来防止恶意收购者的突袭,并在并购开始以后,也会不断寻求其他方法来使公司不被恶意收购。但商业终究是商业,不谋求自身利益的企业几乎是不存在的。而此时中小股东的利益就会受到损害。文章将以常见的几种反收购措施为研究对象,提出如何在反收购措施实施中保护中小股东权益。 The acquisition of listed companies, especially hostile takeover, is the basis of the corporate control market and plays a role in the improvement of corporate governance. In response to a hostile takeover, many companies not only prevent raids by malice bidders by setting hurdles in the company’s charter, but also seek other ways to keep the company from being acquired after the merger begins. But after all, commerce is business, and businesses that do not seek their own benefits are almost non-existent. At this point the interests of minority shareholders will be harmed. This article will take several common anti-takeover measures as the research object, and proposes how to protect the rights and interests of minority shareholders in the process of anti-takeover measures.