Abstract: In recent years, "illegal purchases" happening frequently in the securities industry makes it difficult to protect the interests of small investors, and listed companies are also exposed to the risks. Although Article 86 of the Securities Law and Articles 13 and 14 of the Measures for the Administration of the Takeover of Listed Companies set forth the "slow walk" rules. the legislation on the legal liability of "slow walk" rules is currently not effectively implemented in China, "illegal purchase" not being forbidden. A clear definition of the legal responsibility of "slow walk" rules is urgently needed. At present, China can learn from the relevant legislation of foreign countries by restricting the voting rights of the shares illegally increased by investors within a certain period of time, imposing fines on violators according to a certain proportion of the shares illegally held, and by standardizing approaches the target company obtain compensation through litigation, so that the legal liability of the "slow walk" rule is further clarified, and the interests of small and medium shareholders are protected.

Key words: “slow walk” rule, illegally increased shares, security law, legal responsibility, voting rights