ABSTRACT

WHEREAS IN ANGLO-AMERICAN COUNTRIES, managerial performance is maintained by the complementary intervention of both internal and external control mechanisms (see Shleifer and Vishny, 1997, for an overview), the disciplinary function of the (hostile) take-over market in Belgium, and most other Continental European countries, is limited. Recent Belgian legislative changes with regard to ownership disclosure laws and anti-take-over procedures have further reduced the likelihood of take-overs as a corporate control mechanism. Consequently, as in recent codes of good

corporate governance – the Dutch Peeters report (1997), the French Viénot report (1995) and UK Cadbury report (1992) – the Belgian policy recommendations of 1998 by the Stock Exchange Commission, the Association of Employers (VBO) and the Commission for Banking and Finance focus on the effectiveness of internal corporate control mechanisms.1