考察国外立法例,发现有关上市公司收购的界定,各国均未给出确定的界定。本文通过上市公司收购的功能剖析,探讨了上市公司收购的监管逻辑在于寻求目标公司的投资者保护与收购人并购效率之平衡,以美国《威廉姆斯法》为例,探寻了其监管理论与制度。通过我国现有上市公司收购的问题剖析,提出相应监管对策。 Examining the foreign legislation and finding out the definition of the takeover of listed companies, no definite definition has been given by any country. Based on the analysis of the function of the acquisition of listed companies, the paper probes into the regulatory logic of the acquisition of listed companies, which is to find the balance between investor protection and mergers and acquisitions efficiency of the target company. Taking the “Williams Law” of the United States as an example, system. Through the analysis of the problems of the acquisition of the existing listed companies in our country, we put forward the corresponding supervision and control measures.