本文以我國實務曾經發生之經營權爭奪為素材，觀察其中若干與股東會相關之防禦措施，並分別觀察立法者及主管機關所採取之對應管制方式，提出我國股東會防禦措施多半具有突襲性，而主管機關所採取之管制手段有過與不及情事，存有適法性或未必有效等疑慮。對此，本文認為得以藉由定暫時狀態假處分的活用，搭配受託義務概念及即時執法等配套，作為若干具有突襲性格之股東會防禦措施的救濟手段。此外，本文並觀察規範現狀，提出目前我國規定在積極保護股東會得以召開之餘，呈現出董事角色邊緣化及標的公司防禦措施貧乏等現象，似未意識到我國公司法係賦予董事經營公司之概括權限，忽略了經營權穩定有使經營者專注追求長期價值的效用。最後，本文試圖描繪經營權爭奪之理想圖像，以界定各方參與者利益狀態之平衡點，以及所需之相關配套措施。

Based on the proxy contests occurred in practice, this article addresses the defensive measures in connection with the shareholder meeting as well as the regulatory measures adopted by the legislators and the administrative authority. It can be argued that most of the defensive measures are effective because they are meant to surprise the rival and the regulatory measures in response thereto are either overinclusive or underinclusive. Thus, this article proposes that application of injunction, along with the fiduciary duty and timely enforcement measure may serve as the remedy to the surprising defensive measures adopted in the shareholder meeting. In addition, this article reviews the current status of the relevant laws and regulations, and contends that while they are meant to facilitate the shareholder meeting, they demonstrate that the board is marginalized and the defensive measures available to the target company are scant. That in turn neglects the fact that the Company Act grants the board the general authority to manage the company. Lastly, this article attempts to depict the ideal image of proxy contest and strikes the balance among the participants, and proposes the measures required to reach it.