A theoretical framework of the control rights defense mechanism is set up firstly，and then the model is verified with the case of Vanke’s control rights defense to Baoneng．Conclusions indicate the followings: (1) Based on symbiosis hypothesis，the design of control rights defense mechanism in advance (preventive) and in progress (active) are separately determined by Firm-specific and M＆A’s path characteristics．(2) To prevent the control rights defenses protect managers excessively，it is necessary to set a balance mechanism to maintain a symbiotic relationship．(3) The design of control rights defense mechanism is also influenced by the institutional environment，and needs to be improved along with changes of firm-specific characteristics，institutional environment and M＆A’s path characteristics．This paper makes a breakthrough in the existing company control rights defenses frameworks and offers some references to the design of control rights defenses mechanism for China’s listed companies．