Abstract: The staggered boards is one of the shark repellents,which originated from the United States.Nowadays,the staggered boards has become an indispensable element of corporate governance in western countries,and there are corresponding provisions in their laws.In order to deal with the potential hostile take-over,some listed companies have inserted the term that limited the proportion of re-election directors in the articles of associations.However,in China,the lack of regulation makes the legality of staggered boards become continuously controversial.Therefore,it is particularly important and urgent to analyze the validity of staggered boards from the view of legal positivism.