近期,在我国一些上市公司中,持较高比例股份的股东之间就公司任免董事会成员、召集临时股东大会、提交或表决股东大会议案等内部治理事项,出现分歧、发生争执甚至演变为各种形式对抗的情况频繁出现,多数还伴随着公司股票二级市场价格的大幅波动,从而引起市场及媒体的高度关注。这一现象的直接原因是上市公司的“控制权之争”。在此背景下,本文分析了我国上市公司“控制权之争”发展演变的市场环境和内在特点,厘清上市公司“控制权之争”涉及的公司内部治理规范和证券市场监管问题,并在此基础上探讨证券市场监管者如何有效应对各方股东争夺上市公司控制权过程中激化的各类矛盾冲突,从而明确监管导向和政策路径。 Recently, among some listed companies in our country, the shareholders with a higher percentage of shareholdings have disagreed over the internal governance issues such as the appointment and dismissal of board members, the convening of an extraordinary general meeting of shareholders, the submission or voting of resolutions on shareholders’ general meetings and the like, and disputes have even evolved into various kinds Forms of confrontation frequently appear, most also accompanied by the company stock secondary market price volatility, causing the market and the media attention. The direct reason for this phenomenon is listed companies “control of the dispute.” Against this background, this paper analyzes the market environment and inherent characteristics of the development and evolution of the listed companies in China, clarifies the internal corporate governance practices and securities market regulation issues involved in the listed companies “controversy over control rights ” On this basis, it explores how the securities market regulators can effectively cope with all kinds of contradictions and conflicts intensified in the process of controlling shareholders’ rights over the listed companies so as to clarify the regulatory direction and the policy path.