“宝万之争”后A股上市公司修改章程设置反收购条款的现象大范围出现,引起了各方的广泛关注。目前,对于反收购条款的合法性仍有争议,监管应如何回应亟须探讨。因此,有必要在对A股市场现有的反收购条款进行类型化划分的基础上,逐一检视反收购条款的合法性;面对法律规定的模糊地带,则需要对法律强制性规定与章程自治之间的界限进行法理探讨。对反收购条款效力的明晰,离不开监管判断,在参考英国和美国的反收购措施监管实践基础上,我国有必要探索符合自身国情的反收购条款监管思路。 “War of Billion ” after the A-share listed companies to amend the Bylaws set anti-acquisition provisions of the phenomenon of a wide range, has aroused widespread concern of all parties. At present, there is still controversy over the legality of anti-takeover provisions, and it is imperative to investigate how supervision should respond. Therefore, it is necessary to review the validity of the anti-takeover provisions one by one based on the type-division of the existing anti-takeover provisions in the A-share market. In the face of the vague area stipulated by law, the mandatory provisions of the law and the autonomy of the constitution The boundary between jurisprudence. The effectiveness of the anti-takeover clause is clear and can not be separated from the regulatory judgment. Based on the regulatory practices of the anti-takeover measures in the United Kingdom and the United States, it is necessary for our country to explore anti-takeover regulation in line with its own national conditions.