| Social capital control is a hidden control mode in which actors acquire or mobilize their individuals to embed real or potential resources in social network structure for the purpose of controlling companies.The concept of "social capital control" has actually caused a substantial impact on the "independent judgment rule" in the regulation rules of controlling shareholders’ self-dealing : How to judge the implicit and non-economic interested directors or shareholders under the social capital control path,which in turn raises the question of the application of judicial review standards,that is,whether to apply business judgment rules or completely fair rules.Under the path of social capital control,controlling shareholders acquire the control of the company through the "two-step" strategy and then carry out unfair self-dealing and other tunnel mining behaviors: the first step is to control shareholders to build self-centered social network.By using their personal social capital to control the shareholders,directors and managers of the company.The second step,the implementation of unfair self-dealing and other transfer of corporate property behavior,with minimum cost to maximize control self-interest.The process of controlling shareholders to use personal social capital to implement social capital control is actually the process of losing social independence of other shareholders,directors and managers.The reason for the loss of social independence is that the process of social interaction is essentially a process of exchange of social capital.Asymmetric social capital exchange is the cause of the relationship of social capital control and the root of the loss of social independence.The rational choice of asymmetric social capital exchange or exchange of "worldly feelings" between the two sides,or the irrational choice under the influence of "clan" culture and "reward" culture.It is the legal regulation of controlling shareholders’ self-dealing from the perspective of social capital to take "equity + social capital" as the standard for identifying controlling shareholders,to bring the controlling shareholders into the scope of the main body of fiduciary obligation and to expand the content of fiduciary obligation to make it include the controlling factors of social capital.In response to this,the judicial level urgently needs to construct a judicial review mechanism to control the joint relationship of shareholders’ social network,and to examine the social independence of non-interested shareholders / directors from the aspects of structure,relationship and cognition,in order to correct the real impact of social capital control on the rules of independence judgment. |
