If a listed company chooses a two-class or even multi-class shareholding structure in mid-term capital restructuring, there will inevitably be conflicts between large shareholders and minority shareholders due to the redistribution of control rights.The redistribution of shareholder control to the founder or minority shareholders presents a dilemma dichotomy choice. Neither the mean value method nor the stock price reference method can accurately estimate the valuation of control rights.The standard of judicial review of shareholder control dispute cases in American courts represented by the court in Delaware is not stable. Some cases apply the commercial judgment principle, while others apply the total fairness principle.The principle of total fairness has no judicial.practical basis in China. Chinese courts may apply the conditions of self-execution in cases where the preset conditions have been successfully executed, draw lessons from the idea of equity, compromise the conflict of interests of both sides, and find a relatively reasonable space.