近年来违规举牌现象多发,西藏旅游、上海新梅等公司更因此卷入司法纠纷,由此引起诸多争论,权益披露义务及其法律责任问题成为人们关注的重点。在设计权益披露制度时,立法者必然要在保护上市公司管理层免于遭受突袭式收购活动与促进正常的收购活动有序进行这两大目标之间进行平衡,实现对公司股东及证券市场中其他投资者的合法权益的保护。事与愿违的是我国对于权益披露制度的规定过少且依附于上市公司收购制度,导致实践中出现一系列令人困惑的问题。加上行政处罚力度过轻,违法成本过低,民事责任条款缺位,违规举牌行为屡禁不止。为构建与完善权益披露制度,需增强其独立性、中立性,适度加重法律责任,外部辅以反收购制度,以实现其保护投资者的核心目标。 In recent years, many illegal placards have occurred. Companies such as Tibet Tourism and Shanghai Xinmei are therefore involved in judicial disputes. As a result, many controversies, rights disclosure obligations and their legal responsibilities have become the focus of attention. In designing the disclosure system of rights and interests, the legislator must balance the two objectives of protecting the management of the listed company from the raid-type acquisition activities and promoting the normal acquisition activities, Protection of the legitimate rights and interests of other investors. Contrary to what is going to happen, our country has too few provisions on the disclosure system of rights and interests and is attached to the acquisition system of listed companies, resulting in a series of puzzling problems in practice. Coupled with the severity of administrative penalties, illegal costs are too low, the absence of civil liability provisions, illegal placards repeated. In order to establish and perfect the disclosure system of rights and interests, it is necessary to enhance its independence and neutrality, increase its legal liability moderately, and externally complement its anti-takeover system so as to achieve its core objective of protecting investors.