Abstract: The principle of "Capital Majority Decision" is a fundamental rule of company law. However, the majority shareholders used to invade or push aside the right of the minority shareholders in "legal measures". In order to avoid and overcome the abuse of "Capital Majority Decision", and to protect the minority's investment will and freedom, as well as enjoying their legal right, the appraisal right of dissenter system was coming into being, the appraisal remedy provides shareholders who are dissatisfied with certain fundamental changes of the corporation the option of having their shares repurchased by their corporation with fair value for cash. It originated from the United States and was provided by relevant laws in many other countries as a typical protection for minority shareholders under the notion of majority control.