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To explain the implications of a March 2014 Delaware Court of Chancery decision that found RBC Capital Markets liable for damages for aiding and abetting breaches of fiduciary duty by the directors of Rural/Metro Corporation in connection with the company’s 2011 sale to an affiliate of Warburg PIncus.

Explains the court’s findings and decision, offers procedural lessons for sell-side financial advisors, and recommends what sell-side advisors can do to limit exposure to aiding and abetting claims.

The Rural/Metro decision opens the door to additional litigation risk for sell-side advisors. However, Vice Chancellor Laster’s opinion also provides a roadmap for how an advisor can limit that risk.

Director and financial advisor liability most often results from process failures.

Practical guidance from experienced mergers and acquisitions and securities and corporate governance lawyers.

This paper aims to establish a fundamental and comprehensive understanding of non-fungible tokens (NFTs) by identifying and structuring common characteristics within a taxonomy. NFTs are hyped and increasingly marketed as essential building blocks of the Metaverse. However, the dynamic evolution of the NFT space has posed challenges for those seeking to develop a deep and comprehensive understanding of NFTs, their features and their capabilities.

Utilizing common guidelines for the creation of taxonomies, the authors developed (over 3 iterations), a multi-layer taxonomy based on workshops and interviews with 11 academic and 15 industry experts. Through an evaluation of 25 NFTs, the authors demonstrate the usefulness of the taxonomy.

The taxonomy has 4 layers, 14 dimensions and 42 characteristics, which describe NFTs in terms of reference object, token properties, token distribution and realizable value.

The authors' framework is the first to systematically cover the emerging NFT phenomenon. This framework is concise yet extendible and presents many avenues for future research in a plethora of disciplines. The characteristics identified in the authors' taxonomy are useful for NFT- and Metaverse-related research in finance, marketing, law and information systems. Additionally, the taxonomy can serve as an information source for policymakers as they consider NFT regulation.

The purpose of this study is to investigate the concept of vicarious moral cleansing and scrutinize whether unethical behavior of leaders initiate moral cleansing in subordinates or not. This study also highlights a boundary condition under which employees are motivated to cleanse their moral self-image through increased organizational citizenship behaviors and decreased counterproductive work behaviors.

The study is quantitative based on hypothesis testing. By adopting convenience sampling technique, employees working at all managerial levels of service sector organizations were asked to fill out the questionnaires. Being a time-lagged study, data for independent variable (unethical leadership) and moderator (relational self-construal) were collected at T1, data for mediator (moral self-image) were collected at T2 and data for outcomes (OCBs, CWBs) were collected at T3 from same respondents. To rule out the possibility of common method bias and social desirability bias, a multi-wave design was adopted and respondents were asked to provide unique keys/IDs instead of their names.

This study investigated the impact that unethical leaders impose on employee self-concept. Moreover, this study also explored the motivational tendencies of moral self-image. Findings suggest that employees' desirable or undesirable behaviors against leader are dependent upon the perceptions related with their own role, self-image and perception of leader's integrity and intentions. Leader's unethicality is perceived threatening for their own moral self-image and they deal with it constructively. This study has laid the foundation for presence of vicarious moral cleansing in organizational setup, and it is advised that researchers must investigate this phenomenon in different settings to provide useful insights.

Due to lack of resources, employing a pure longitudinal research design was not feasible, and therefore a time-lagged research design was used to gather data from only two cities of Pakistan. However, authors believe that a longitudinal research design, with data collection from a larger sample, will provide more fine-grained results. Secondly, use of perceived leader's integrity scale to measure unethical leadership is another limitation. Although the authors tried to address this issue by conducting an EFA and adopting only suitable items, yet a new scale which is able to measure the true essence of unethical leadership ought to be developed.

Use of moral self-image as an indicator of moral cleansing is an additional contribution of this study, as previous studies used levels of guilt as driving force behind moral cleansing and compensatory cleansing. Most of the studies on unethical leadership as well as moral cleansing took place in the Western context and scholars' stress that culture can substantially influence outcomes of these constructs. Thus, this study extends the literature on moral cleansing and moral self-regulation by developing and testing a model in cultural settings of Pakistan.

本研究擬探討間接感受到的道德清洗 (以下簡稱間接道德清洗) 這個概念；研究亦會仔細審視領袖的不道德行為會否在其下屬間引起道德清洗。就此而言，本研究亦強調了一個邊界條件，在這邊界條件之下，僱員透過組織公民行為的增加，以及為工作目標帶來負面影響的工作行為的減少得到激勵，進而淨化他們的道德自我形象。

本研究為一個基於假設檢定的量性研究；研究採用任意抽樣方法而進行。在服務業機構內不同管理階層工作的僱員被邀回答問卷；由於這是一個時滯研究，即使是同一的答覆者，IV (不道德的領導) 和仲裁人(關係型自我建構)的數據在T1收集，調解員 (道德自我形象) 的數據在T2收集，結果 (OCBs，CWBs) 的數據在T3收集，為了排除共同方法偏差和社會期許誤差的出現，研究採用多波浪設計，而且，答覆者必須提供獨一無二的密鑰或身份證明，而不是提供他們的名字。

本研究探討了不道德的領袖對僱員自我概念的影響；研究亦探索了可能推動道德自我形象的因素。研究結果暗示、僱員會做對領袖而言可取的行為與否，全視乎他們如何看待自己的角色和自我形象，也視乎他們對領袖的誠信和動機有甚麼看法。領袖若不道德，這會被認為會對僱員的道德自我形象做成威脅，在這情況下，僱員會積極地應付這個威脅。本研究為在組織架構內存有間接道德清洗這個觀點打下基礎。今後的研究學者或許應就不同的環境、對這個現象進行探討和研究，以使我們能更深刻地瞭解這個課題。

從前的研究均採用內疚的程度、作為道德清洗和補償清洗背後的推動力 (Liao et al., 2018) 。本研究另外的貢獻在於採用了道德自我形象、作為道德清洗的指標。以前關於不道德領導以及道德清洗的研究，大多以西方國家為背景。研究學者均強調文化因素會很大程度地影響這些觀念帶來的結果；因此，本研究透過設計一個以巴基斯坦文化為背景的模型、並對其進行測試、來擴展有關道德清洗及道德自我調節的文獻。

Since the mid‐1960s, people have begun to change their attitudes towards death and the role it plays in our society. Many find problems with the fact that an increasing number of people die in old age, afflicted with chronic diseases, and that a majority of people in the United States die in public institutions such as hospitals, extended care facilities, or convalescent homes. Questions have been raised regarding the extent to which technology should be used to keep someone alive, when doing so seems futile or even cruel. We are beginning to realize that our society at present does not deal effectively with this growing populaton of the aged.

This study analysed students’ perceptions of teachers’ behaviours, teachers’ management practices and the use of inputs by teachers and whether these are associated with primary school progression and completion.

School-level fixed effect analysis is conducted using cross-sectional data collected from 4,000 randomly selected primary school-aged students and their schools.

Our findings reveal that students’ perceptions of teachers’ behaviours are associated with the probability of grade progression during primary school, and whether students complete primary school. Particularly important are positive behaviours, like students perceiving their teachers to be engaged and being praised by their teachers while in primary schools. It increased the likelihood of school progression by at least 15%. The use of inputs such as worksheets/written handouts and reading stories/books in the language of instruction were also found to have a statistically significant positive effect on students’ primary school performance. These are important results which hold after accounting for school management, household and child-level factors and regional differences.

Our findings provide a deeper understanding of the teaching practices which pupils perceive as beneficial to retention. While we are unable to conclude that learning is taking place, our contention is that greater time in school could increase the opportunity to learn. In this respect, beyond its policy relevance in improving educational outcomes, the paper contributes to the limited literature on the student–teacher classroom relationships particularly when looking from the perspective of students’ perception of their teachers’ teaching behaviours in developing countries.

This paper aims to recount the genesis of a successful innovation cluster among Irish-based divisions of multinational enterprises (MNEs) and Irish universities in the pharmaceutical industry. This cluster was actively “narrativized” through the language of obligation, desire, competence and know-how. As such, it is typical of the “hero’s quest” literary genre in which challenges are faced, obstacles are overcome and victory is ultimately won. Importantly, in this story, the cluster was morally and pragmatically charged with dealing with significant challenges faced by the Irish pharmaceutical industry. Broader societal discourses operated as a resource for actors to use in proposing collaboration and innovation as the appropriate response to such challenges. Specifically, through narrative and discourse, actors created the necessary conditions conducive for a cluster to develop. These created a discursively constituted shared purpose which ultimately ensured successful innovation collaboration. Essentially, through narrative and discourse, the key actors identified the collaboration a protagonist in pursuit of a quest. By linking theoretical and empirical insights, the paper offers a conceptual framework that can be used in future studies to understand the emergence of clusters.

Adopting Wengraf’s (2001) structured approach to narrative interviewing, 18 key actors shared their understanding of how the cluster came into being. Each interview began with a single question intended to induce narrative, in this case “tell me the story of the cluster as you see it.” This allowed participants to be in control of their own story (Wengraf, 2001). Each interview was transcribed in full and appended to notes taken at the time of the interview. Each narrative offered a “purposeful account” (Jovchelovitch and Bauer, 2000) of how and why the cluster was formed and the centrality of the participants’ roles. In line with recognised protocols, in the authors analysis of data, they paid specific attention to how stories were told, the roles assigned to key protagonists, as well as how events and actors were linked in stories (see Czarniawska, 1997).

This paper further demonstrates how language, metaphor and narrative and discourse (Hatch, 1997) becomes a strategic resource on which actors can draw to create desired realities (Hardy et al., 2000) particularly in terms of collaboration and innovation. Further, this case highlights how dialogue was encouraged throughout the process of establishing the cluster and has continued to be an important element. Rather than imposing some grand design, the SSPC cluster is and always will be emergent. In this sense, in the early stages of collaboration, detecting and supporting existing and emergent communities is essential to success, and shared identity which is the outcome of members’ discursive practices appears to be a powerful driver of collaboration.

There are important insights for cluster and innovation theory development that can be extrapolated from this study. First, context-specific narrative accounts provided in this study further extend the authors’ understanding of the process through which fundamental changes (innovation) in organisational activities are enacted (Ettlie and Subramaniam, 2004). Second, the authors’ understanding of how new ventures are attributed organisational legitimacy through language and story is augmented (Gollant and Sillince, 2007; Pentland, 1999). Third, the authors have articulated how different discourses are mobilised by actors at different stages of development and for different audiences to create desired innovation outcomes, illustrating that innovations can result from advances in knowledge (McAdam et al., 1998). Finally, the authors see how discourse and practice are dynamic as participants articulate their intention to exert further influence on innovation discourse through their lobbying activities.

By focusing on the specific problem of crystallisation, and using the discourse of collaboration, particularised ties emerged around SSPC and this inspired synergistic action. When seeking approval from host organisations, they spoke in terms of return on investment and the potential to add value, part of the discourse of organisational effectiveness. Consequently, the authors stress the benefits of understanding audiences and adjusting discursive approaches on this basis. As such, this study provides evidence that tailored discursive approaches can be used as a resource for managers and practitioners that are seeking to inspire innovation through collaboration.

The discourse of collaboration also became a resource upon which actors could draw to articulate how they might respond to the context and realise the vision. Because this discourse is promoted in government reports and embodied in government strategy, the protagonists were able to borrow from the discourse to secure the necessary resources (in this case funding) that would enhance the possibilities of more effective collaboration. This is because different stakeholders engage with discourse in ways that help to create the outcomes they desire. It was noticeable that the leaders within the Solid State Pharmaceutical Cluster recognised the importance of discourse to innovation collaboration, and on this basis, they successfully adjusted the use of terminology in relation to the exchange partners they were addressing. When addressing potential partners within industry and academia, they utilised both the “burning platform” and “Ireland Inc.” metaphors to create generalised membership ties around the need for innovation and action.

First, context-specific narrative accounts provided in this study further extend the authors’ understanding of the process through which fundamental changes (innovation) in organisational activities are enacted (Ettlie and Subramaniam, 2004). Second, the authors have articulated how different discourses are mobilised by actors at different stages of development and for different audiences to create desired innovation outcomes, illustrating that innovations can result from advances in knowledge (McAdam et al., 1998). Finally, the authors see how discourse and practice are dynamic as participants articulate their intention to exert further influence on innovation discourse through their lobbying activities.

Management research on serendipity, which is defined as a search that leads to an unintended discovery, has increased considerably over the last three decades. In this article, management research on serendipity (up to the end of 2021) is reviewed and synthesised.

A bibliometric analysis was conducted on 85 peer-reviewed articles extracted from the Scopus database, which was then integrated with a systematic literature review.

The bibliometric analysis revealed that management literature on serendipity is framed around four main thematic areas: conceptual boundaries, conditions favouring serendipity and outcomes, foreign market entry and the relationship between serendipity, networks and assets. A systematic literature review was then conducted on each of the identified clusters.

The present article offers a systematised view of the extant body of research on serendipity in management studies. Based on the findings, the main implications and future research agendas are discussed.