There are many kinds of legal liability mechanisms in violation of the rules of report on a large number of holdings shares, and the setting of legal liability is closely related to the positioning of the rules of report on a large number of holdings shares. After comparative study, the rules of report on a large number of holdings shares in some countries are incorporated into the disclosure system framework and others are incorporated into the takeovers system framework. In the former, the main legal liability is money penalties. In the latter, the main legal liability is limiting the voting rights. The legal liability mechanism of limiting the right to vote can be divided into two modes:the civil action of the private subject and the law enforcement of the public authority. According to the existing normative path and institutional environment in China, it is advisable to adopt the legal liability of limiting the voting power by the public authority, which can better strike a balance between restricting inappropriate takeovers and promoting the efficiency of corporate governance. On this basis, we should relax or even cancel the slow walking rule, reduce the takeover cost, and promote the development of corporate control market, so as to offset the negative impact of restricting voting rights on the control market, maintain a neutral position on corporate takeover, and better balance the interests of all parties.