In this article, we argue that the U.S. corporate governance rules put too much faith in the independent board members and insufficient emphasis on the shareholders themselves to control and monitor the top management. Given the agency problem between the board of directors and the shareholders,...

Using a database of 605,106 option grant filings by insiders between 1992 and 2002, we find significant abnormal stock return reversals around the grant date. Consistent with the hypothesis that managers influence their pay, the reversals are positively related to grant size and the seniority of...