Abstract: Using empirical methods such as logistic regression to analyze how the internal control level and the capital structure influence the acquisition payment. The research samples are based on 922 listed companies’ merger cases happened in 2008～2010. Study shows: Compared with cash payment, the lower the asset-liability ratio is, the greater the chance of equity payment happens; the lower the internal control level is, the less possibility the equity payment happens. The internal control and capital structure do not have strong relationships with asset payment and other payment (mostly based on mixed payment).