TY - JOUR AU - Bebchuk,Lucian A. AU - Grinstein,Yaniv AU - Peyer,Urs TI - Lucky Directors JF - National Bureau of Economic Research Working Paper Series VL - No. 12811 PY - 2006 Y2 - December 2006 UR - http://www.nber.org/papers/w12811 L1 - http://www.nber.org/papers/w12811.pdf N1 - Author contact info: Lucian A. Bebchuk Harvard Law School 1545 Massachusetts Avenue Cambridge, MA 02138 Tel: 617/495-3138 Fax: 617/812-0554 E-Mail: bebchuk@law.harvard.edu Yaniv Grinstein Johnson Graduate School of Management Cornell University 371 Sage Hall Ithaca, NY 14853 Tel: 607/255-257-6201 E-Mail: yg33@cornell.edu Urs Peyer INSEAD - Finance Boulevard de Constance F-77305 Fontainebleau Cedex FRANCE E-Mail: urs.peyer@insead.edu AB - While prior empirical work and much public attention have focused on the opportunistic timing of executives' grants, we provide in this paper evidence that outside directors' option grants have also been favorably timed to an extent that cannot be fully explained by sheer luck. Examining events in which public firms granted options to outside directors during 1996-2005, we find that 9% were "lucky grant events" falling on days with a stock price equal to a monthly low. We estimate that about 800 lucky grant events owed their status to opportunistic timing, and that about 460 firms and 1400 outside directors were associated with grant events produced by such timing. There is evidence that the opportunistic timing of director grant events has been to a substantial extent the product of backdating and not merely spring-loading based on private information. We find that directors' luck has been correlated with executives' luck. Furthermore, grant events were more likely to be lucky when the firm had more entrenching provisions protecting insiders from the risk of removal, as well as when the board did not have a majority of independent directors. ER -