Well, maybe Icahn can save them from themselves. Who? Yahoo!'s board of course.

Seems Carl Icahn, whom earlier reports had considering moving in on Yahoo! Inc. (NASDAQ: YHOO)'s board, has made a decision. The billionaire activist investor, who has amassed some 50 million shares of the internet portal company to a 3.6% stake, is planning "to move ahead with plans to run a dissident board slate at Yahoo," according to Reuters.

A Reuters source said that already he has lined up at least 12 potential board candidates and could announce the slate as early as tonight, ahead of Thursday's deadline.

It's not just that Yahoo! has so offhandedly rejected Microsoft Corp. (NASDAQ: MSFT)'s attempts to buy it, but it's also -- and probably mainly -- the way the company has been managed for some time now. It's not just Jerry Yang, the current CEO, but his predecessor Terry Semel as well. Yahoo! has been behind the curve in technology and trend, not only losing market share in search, but mainly failing to capitalize on its assets and the traffic they generate.

Already following the early reports today, Yahoo shares finished the day up 2.18%. Now, in after-hours it's gaining another 1.5%. Yahoo! investors seem to put their trust in Icahn.

When the current CEO of a $500 million company sells 3.2 million shares of stock -- more than half of his holdings -- it's bound to raise some eyebrows.

So give True Religion Apparel (NASDAQ: TRLG) for not trying to slip that one through. Instead, the company took the unusual step of issuing a press release announcing the sales by founder Jeffrey Lubbell before the filing of the Form 4 with the SEC. Of course, it couldn't help using the press release as an opportunity at spin. Take a look:

Mr. Lubell sold these shares for two purposes: first, to fulfill an obligation due under the marital dissolution agreement with his former wife; and second, to continue his financial, estate and tax planning.

So that explains it! Except how much of it was to settle the marital dissolution agreement (Us poor folk call it divorce...) and how much of it was for "financial, estate and tax planning"?

And more importantly, what exactly is "financial, estate and tax planning"? Or better yet, what stock sale wouldn't fall under the umbrella of financial planning? Might he have sold the shares to build a house made of gold, buy an island, or take a vacation in outer space? Of course the shares were sold for financial purposes! Any transaction involving money is financial.

This press release looks like a pretty desperate attempt at damage control. It'll be interesting to see how the market responds.

One of the most tired defenses against criticism of executive pay gone wild is the comment that athletes and pop stars earn outrageous sums of money, so why not executives? It's exactly that argument that Marc Hodak uses in a column for Forbes: "When rock stars make big bucks, we can look at the ticket and album sales and understand where it comes from. But when a CEO makes rock star income, we figure he must be scamming the shareholders."

Here's why that analogy doesn't work: when an owner of a sports team decides to spend $100 million on a superstar shortstop, that's his choice. It's his money. He owns the team, and he's entitled to do whatever he wants with it. Similarly, if 12-year old girls want to collectively spend $100 million on Menudo posters (And who can blame them!), that's their prerogative.

But what if the owner of a sports team was forced to spend money on players based on the whims of retired politicians and economics professors who serve on 15 other boards, collecting $100,000 from each company in exchange for going to a couple meetings a year and have no particular stake in the outcome of the investment? And what if these decision-makers could only be voted out once every few years, but the ownership of the team was so fragmented and most of the owners were so inattentive that it was nearly impossible to get them replaced?

That is, in effect, the situation we have in executive compensation. If the owners of public companies actually had any meaningful say in how much CEOs were paid, the sports star analogy would work. Since they don't, it doesn't. Executive pay is a classic principal-agent problem, and it's one that can only be solved through improved corporate governance.

Don't bite the hand that feeds you. John D. Rockefeller founded the company that eventually became Exxon Mobil (NYSE: XOM) and now his family wants changes in governance at the firm. They would do best to keep their opinions to themselves.

According to The Wall Street Journal, the family's proposals "include urging the company to create an independent chairman post, cut greenhouse-gas emissions and examine whether Exxon should take a more active role in developing sustainable energy technologies."

Most of the proposals are useless. It is unlikely that having a separate chairman at a large, successful firm such as Exxon would have any practical purpose. Developing new forms of alternative energy is essentially the job of smaller companies that will eventually compete with Exxon for business.

Over the last five years, Exxon shares have gone from under $36 to more than $90. The company also pays a dividend yield of 1.5%. The Rockefellers have done unusually well. The should stay out of Exxon's hair and go back to being rich.

Douglas A. McIntyre is an editor at 247wallst.com and author of the Ten Stocks Under $10 Letter.

Gene Marcial has been writing the legendary column "Inside Wall Street" for Businessweek for the past 26 years. Gene has taken the collective wisdom and knowledge he has accumulated over the decades and written a brilliant book titled Gene Marcial's 7 Commandments of Stock Investing.

Gene brings the same sense of calm and logic to his book as he does to his weekly column. Having known Gene for a few years, the one characteristic that has always impressed me is his ability to separate the news from the noise. Gene doesn't go with the flow, in fact, as he aptly states in his book, it's when an investor goes contrary to the flow is when the best buying opportunities present themselves.

Gene has spoken with thousands of Wall Street insiders over the decades and has taken the very best of the many he respects. Gene's book is an easy read and full of real world experiences and examples. Investors can relate to real stories versus "theoretical "concepts that begin with company ABC.

The FBI says that deceptive practices at hedge funds and some banks may have made the subprime disaster worse. According to Reuters, the head of the agency said the bureau's investigation of potential fraud in the U.S. home mortgage industry now encompasses 19 companies in "cases that may have a substantial impact on the marketplace."

While insider trading and accounting fraud may be part of any charges which emerge, one of the biggest single issues may be the sales practices of the firms which sold subprime paper to their clients. The subprime instruments were often presented as having high credit ratings and safe risk profiles. Of course, it didn't work out that way. Another problem may be whether mortgage banks were completely honest in what they told home-buyers about how their loans would work as their interest rates increased over time.

Some of the investigation is a witch hunt. Large banks which took subprime instruments onto their balance sheets had plenty of genius-level analysts who could have examined the products. At most firms, so one skipped that part. Caveat emptor and all that. Individuals who took on home mortgages sold by people who did not want them to read the small print is another matter.

Rumors are that Goldman Sachs (NYSE:GS) and and Morgan Stanley (NYSE:MS) could be targets of the probe. Countrywide (NYSE:CFC) is already under investigation. One news report on the potential scandal said that FBI head man Robert Mueller told a meeting of lawyers "that their corporate clients should come forward and admit any wrongdoing before the FBI or Justice Department become involved.."

That'll be the day.

Douglas A. McIntyre is an editor at 247wallst.com.

"With its CEO recently buying $10 million of shares, PepsiAmericas Inc. (NYSE: PAS) has to be considered one of the most credible Insider stories in quite some time," notes Jack Adamo.

Here, in his Insiders Plus newsletter, the advisor -- who specializes in assessing situations in which corporate insiders are purchasing stock -- he looks at the world's second-largest Pepsi bottler.

"When I was a kid, a Pepsi was a dime; today, it's about $1.50 for the same size bottle. So, forgive me if I laugh myself silly when analysts say Pepsi bottlers are in trouble due to cost inflation.

"The price of the product has gone up at a compound annual rate of 5.6% per year for 50 years. Is this year going to kill it? I think not. Nor does CEO, Rober Pohlad whose recent purchase was done through a family-owned holding company.

"It was not a huge buy in relation to his holdings -- it increased his stake in the company from 9.6% to 9.9% -- but $10 million is $10 million. Do that a few times, and pretty soon it starts adding up to real money. (Sorry, couldn't resist.)

"The stock has fallen this year from $36 to $26, which is about where he made his recent buys. After a blowout 2007, the company guided down expectations for 2008, citing economic weakness. The stock quickly tanked.

Joseph L. D'Amico, the CFO of embattled for-profit college provider Apollo Group, Inc. (NASDAQ: APOL), has purchased 10 thousand shares of the company's stock, according to a form 4 filed with the SEC.

The stock is up 6% today but before you get too excited about this tremendous display of faith, look at in context. Back in February, I wrote about the wave of insider sales at the company that foretold a substantial decline in the share price following a disappointing earnings report.

Further evidence of the company's status as a corporate governance outhouse: a jury recently found the company liable for $277 million in a securities fraud class-action lawsuit, and William Trent recently took an interesting look at the company's accounting woes.

At Apollo, a sustained record of poor stewardship speaks much louder than an acquisition of $400 thousand worth of stock by the CFO. I would even speculate that he bought stock in part to demonstrate faith in the company -- a sort of Potemkin Village of insider buying. Insider trading can be an interesting indicator of management's faith in a company, but it doesn't necessarily follow that one might buy the stock based on this trade.

Cynthia Cooper was a true corporate whistleblower. She became famous, not by choice, but because of the WorldCom financial statement fraud valued at $11 billion. She was the Vice President of Internal Audit at WorldCom, a position that was not easily obtained. She almost single-handedly created the internal audit department at WorldCom, and her book Extraordinary Circumstances: The Journey of a Corporate Whistleblower details the struggle to get management to take internal audit seriously.

Things started going wrong at WorldCom very early. The company went on an acquisition spree, and the merging of many small companies, managers, and accounting systems was a disaster waiting to happen. Cynthia says that WorldCom was much better at acquiring companies than integrating them, and that is clear.

From an accounting perspective, it was next to impossible to create a properly controlled system. There were too many small systems being pieced together, and it was easy for numbers and authorizations to get lost in the shuffle. This struggle is well-documented by Cynthia, who no doubt painstakingly researched the various acquisitions in order to give such a complete history.

At times the book seems to get a little off-topic as Cynthia goes through each player's background briefly. Honestly, that information isn't really relevant to the story and, while it was probably intended to make these characters relatable human beings, it really just serves to make the book longer than necessary. It prolongs the process of getting to the real heart of the story.

Corporate Library reports that 20% of CEOs receive tax gross-ups -- reimbursement for most of the taxes due on their perks. Specifically, 650 CEOs received tax gross-ups for perquisites such as housing, gifts, security, country club fees, executive retreats, and even PS3s. While most of the tax gross-ups were related to perks, 30 CEOs had income tax grossed up on restricted stock awards and/or bonuses.

These tax gross-ups gross me out. Not only are CEOs among the highest paid and most pampered members of our society, but their employers are paying their taxes for them. I had more of a gut reaction to this report than Corporate Library's Paul Hodgson who said, "The sight of Angelo Mozilo [CEO of troubled Countrywide Financial (NYSE:CFC)] defending his request to the board to have the income tax due when his wife traveled for free on the corporate jet paid by the shareholders gave me pause for thought."

This thought led to Hodgson's more detailed study. One man's pause for thought is another man's puke. How do you feel about it?

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in Countrywide securities.

U.S. lawmakers are going to get their chance today to ask executives from five of the world's largest oil companies what their take is on current gasoline prices.

Executives from the top three American oil companies -- Exxon Mobil (NYSE: XOM), Chevron (NYSE: CVX) and ConocoPhillips (NYSE: COP) -- will be present at today's hearing, as well as executives from BP (NYSE: BP) and Royal Dutch Shell (NYSE: RDS.A). While the executives are predictably going to blame the current high gasoline prices on surging oil, it will still be interesting to see just how hard lawmakers hit the executives.

For the executives, it can't be a good feeling to be walking into today's hearing. The hearing is being called "Drilling for Answers: Oil Company Profits, Runaway Prices and the Pursuit of Alternatives." The hearings will be chaired by Rep. Ed Markey of Massachusetts, who in the past has been a vocal critic of the oil industry.

A piece on Portfolio.com reports on an increasingly popular trend in executive compensation: the $1 salary.

Of course, in this era of outrageous pay for poorly-performing executives, the prospect of a $1 salary has its allure for investors. It's refreshing. But when you hear about a $1 salary, you still have to dig deeper to learn how much a CEO really made.

For instance, Capital One (NYSE: COF) CEO Richard Fairbanks' 2007 salary of $1 made for great headlines but a look at the proxy statement pegs his total compensation for the year at more than $20 million because of generous options grants -- which can come back to dilute the shareholders in the future and are therefore a very real expense.

Why would he structure his pay like that? Portfolio reports that "Salary is taxed at rates as high as 35 percent, while capital gains from stock sales are taxed up to 15 percent. Cutting down the salary portion of an executive's compensation could help reduce the overall tax bill."

With the vast majority of large-cap CEOs in the 35% bracket, taking cash over stock may be leaving money on the table.

But the proxy statement for Apple (NASDAQ: AAPL) shows that Steve Jobs really does only earn $1 and, more impressively, essentially never sells stock. There's a guy who really is aligned with the company's long-term shareholders.

The point is that there's nothing wrong with a CEO boasting that he only takes $1 per year in pay -- but there's also nothing necessarily great about it either. To really understand compensation, you have to go past the sound bytes and read the proxy statement.

Shares of for-profit college provider Apollo Group, Inc. (NASDAQ: APOL) are off more than 25% today after the company reported dismal second quarter results, driven down by lower than expected enrollment and increased expenses.

Could investors have seen it coming? Maybe. Back in February the New York Times wrote about an ominous sign of trouble at the company, which I also blogged about: insiders were selling shares in the company like there was no tomorrow, and stock buybacks had ground to a halt.

I'm not suggesting that there was any impropriety here. Au contraire, we should at least commend them for stopping the buybacks, rather than using shareholder capital to inflate the price while insiders sold. But maybe there was something more sinister. Apollo doesn't exactly have the best corporate governance reputation on the planet, having recently been found liable in a $277 million class-action lawsuit.

U.S. stock futures were positive this morning, pointing to a higher open Friday as lower oil prices, encouraging indications from the Federal Reserve regarding bank funding and a Lehman Brothers upgrade helped boost sentiment after two straight sessions of declines.

The significant declines in share prices at many of the big financial companies have left executives and employees in an unenviable position: many hold options that are badly out of the money (subscription required) and, at companies like The Bear Stearns Companies, Inc. (NYSE: BSC), have literally no chance of ever realizing any value.

Executive pay consulting firm Steven Hall & Partners reports that 55% of Fortune 500 financial services and insurance companies have options with an average strike price that puts them underwater. At Countrywide Financial Corporation (NYSE: CFC), the current share price is about 86% lower than the weighted average strike price of the options held by employees.

All of this presents an interesting executive compensation quandary: the purpose of options is to give executives an incentive that allows them to profit alongside shareholders. But options that are so out of the money as to be hopeless accomplish nothing. What effect might this have on performance? Activist investor Daniel Loeb opined on this very issue in a letter to Star Gas Partners CEO Irik Sevin back in 2005: