The Law
M&A professionals are haunted by ghosts. They are haunted by the deals they lost in the final hour of an auction. They are haunted by legacy systems they cannot untangle. They are haunted by acquired rainmakers who hold client relationships hostage, and by beloved founders who have cashed out and left.
Human nature dictates that we fight for what we wanted, what we paid for and what we believe should be ours. When an integration stalls, the instinct is to push harder. When a toxic leader resists the new operating model, the instinct is to force compliance. When a rival outbids us for a strategic asset, the instinct is to obsess over their inevitable failure.
Robert Greene’s thirty-sixth law says to disdain things you cannot have. Ignore them. Withdraw attention. Do not give the object of frustration more power by obsessing over it.
In M&A, the useful reinterpretation is this: practise strategic indifference. Stop feeding the lost deal, the sunk cost, the toxic personality or the unwinnable cultural battle with your best attention. Attention is finite capital. Every hour spent fighting what cannot be won is an hour stolen from the future you are still able to build.
The most expensive line item on any post-merger balance sheet is the ego of a leader who refuses to walk away.
Law 35 was about timing: when to accelerate, pause or sequence change. Law 36 is about attention: where to stop investing emotional and organisational energy when the return is gone.
The M&A Translation
The M&A translation of Law 36 is this: reallocate power away from what is lost, broken or unwinnable.
True power in dealmaking is not the ability to win every auction, force every synergy or salvage every asset. It is the emotional and strategic discipline to identify what is broken, lost or fundamentally unwinnable, and to cut it loose cleanly.
You cannot have the organic loyalty of the departed founder. You cannot force a hostile rainmaker to care about your culture. You cannot salvage a fundamentally flawed tech stack just because you paid for it in the purchase price. You cannot win a deal at a price that still makes sense if a rival has chosen to overpay. You cannot make a dead process valuable by assigning more steering committees to it.
Strategic indifference is not defeat. It is capital allocation. It is the decision to stop funding the past with the attention needed for the future.
Disdaining the unwinnable is not weakness. It is the ultimate reallocation of power.
Where This Shows Up in a Deal
Law 36 appears wherever ego, sunk cost or nostalgia keeps leaders attached to something that no longer deserves attention.
It appears in auctions, when a rival bidder uses emotional bait to push you above your walk-away price. It appears post-close, when teams keep trying to preserve a legacy system because the purchase price assumed it was valuable. It appears in talent integration, when one rainmaker’s revenue becomes an excuse for tolerating corrosive behaviour.
It appears after a failed board approval, when the organisation mourns the lost acquisition so long that it underinvests in the business it still owns. It appears with departed founders, when new leadership tries to compete with memory rather than build present credibility. It appears in portfolio strategy, when companies fight market perception instead of simplifying the business.
In each setting, the question is not can we keep fighting? The question is what future are we starving by refusing to let go?
The Deal Power Map
For Law 36, the power map is a strategic indifference map. The question is not only what the organisation wants. It is whether the object of desire is still worth the attention, capital and emotional energy being spent on it.
Five Questions to Map Strategic Indifference
Before investing more effort in a lost, broken or unwinnable situation, map whether persistence is discipline or ego.
- 1What are we still emotionally attached to?
Name the lost deal, flawed system, toxic leader, outdated process, departed founder, legacy brand or sunk cost that continues to absorb attention.
- 2Is future value still available?
Separate what has already been spent from what can still be created. Past effort does not justify future waste.
- 3What is this obsession costing us?
Look at management time, team morale, capital, customer focus, strategic clarity and opportunity cost.
- 4What would clean separation look like?
Define the act of release: walk away, terminate, spin off, shut down, migrate, write off, replace, archive or stop discussing.
- 5Where should the freed attention go?
Strategic indifference is incomplete unless power is redirected to a better opportunity, stronger asset or healthier team.
Cases from the Deal Floor
These cases explore the heavy toll of obsession and the quiet triumph of letting go. They cover deals that slipped away, hostage situations that had to be ended, sunk costs that had to be burned and ghosts that had to be released.
The Bidding War Trap
A rival bidder used emotional provocation to drag a disciplined buyer beyond its walk-away line.
A mid-market private equity firm spent six months in exclusive diligence on a coveted SaaS target. The strategic fit looked strong and the team had become emotionally invested in winning.
In the final round, a larger rival fund entered aggressively. It leaked rumours about its superior vision and openly mocked the mid-market firm’s valuation discipline.
Stung by the disrespect and desperate to win, the mid-market CEO abandoned the walk-away price, overpaid by 30 percent and won the auction. Two years later, churn collapsed the investment thesis.
The rival won because it disdained the asset at an irrational price. The buyer lost because ego replaced thesis.
- Ego turns a disciplined investment thesis into an expensive vendetta.
- The ultimate revenge against a toxic auction is the willingness to walk away.
Never let a rival’s bait drag you across your walk-away line. Disdaining the deal you cannot have at the right price is the highest form of deal discipline.
The Hostage-Taking Rainmaker
A top-performing sales leader believed his client book made him untouchable.
After a major acquisition, the target’s top-producing sales executive refused to adopt the new CRM, ignored pricing guardrails and openly flouted cultural norms.
He held client relationships hostage, implying he could leave and take revenue with him if leadership pressed the issue. The integration team spent months appeasing him, fearing a revenue cliff.
Finally, the new CEO recognised that the organisation was fighting an unwinnable war for one person’s ego. The rainmaker was terminated, and leadership accepted the short-term shock.
To everyone’s surprise, most clients stayed. They were loyal to the product and service, not only the personality. The cultural toxin was removed instantly.
- Appeasing a hostage-taker teaches the organisation that bad behaviour is rewarded.
- Sometimes you must disdain revenue you cannot cleanly keep to protect the culture you are building.
Never let one individual hold the integration hostage. Disdaining the revenue they threaten to take may be the only way to save the broader organisation.
Johnson & Johnson and Kenvue2023
Market analysts could not reconcile consumer health margins with MedTech and Pharma expectations.
For years, Johnson & Johnson lived with the complexity of a large consumer health division alongside MedTech and Pharma businesses with different growth, margin and valuation characteristics.
The market would not necessarily value the pieces in the way management might have wished. Fighting that perception indefinitely would have absorbed attention without changing the structural reality.
By separating the consumer health division as Kenvue, J&J chose strategic clarity. It disdained the conglomerate complexity it could not optimise inside one narrative and redirected focus to MedTech and Pharma.
Sometimes the strongest strategic move is not fixing the story. It is changing the structure so the story no longer has to fight itself.
- You cannot always force the market to value a business the way you wish it would.
- Spinning off a misaligned asset can be an act of strategic clarity.
When you cannot change how the world values a piece of your business, cut it loose and focus energy where you have real leverage.
The Sunk Cost IT Migration
A legacy ERP system was fundamentally incompatible with the acquirer’s architecture, but the team kept funding it because they had already paid for it.
During diligence, the acquirer discovered that the target ran on a highly customised, fragile legacy ERP system. The deal still closed, and the purchase price was partly justified by the target’s proprietary technology.
Post-close, the integration team spent millions and years trying to build middleware to connect the legacy system to the parent company’s modern cloud stack, largely because the asset had been paid for.
The system eventually failed during a peak trading period, costing millions in lost orders. The CIO finally scrapped the platform and migrated everyone to the standard corporate instance.
The original money was a sunk cost. The refusal to disdain it became the real disaster.
- Sunk costs are a psychological trap, not a financial reality.
- Paying for a flawed asset does not mean keeping it in the operating model.
Disdain the sunk cost. The money is already gone; do not throw future operational stability into the same grave.
The Ghost of the Founder
The acquired workforce was still emotionally attached to the charismatic founder who had exited.
A beloved founder sold his company and immediately retired. The acquiring CEO stepped in with operational expertise and began trying to win employees’ loyalty.
He held town halls, tried to mimic the founder’s informal communication style and grew frustrated when employees compared him unfavourably to the person who used to sit in his chair.
The breakthrough came when he stopped competing with a memory. He acknowledged the founder’s legacy, then shifted the conversation to the new operational reality and the future the company now needed to build.
He disdained the popularity contest he could not win and earned respect through competence instead.
- You cannot inherit the organic loyalty a founder commands.
- Trying to compete with a ghost ensures you look like an imposter.
You cannot inherit a founder’s loyalty; you must earn your own. Disdain the comparison and focus on the value you bring today.
The Deal That Got Away
An exhausted corporate development team let bitterness over a board rejection poison the current business.
A corporate development team spent nine months running a complex diligence process on a transformative target. At the eleventh hour, the board killed the deal due to macroeconomic concerns.
The deal lead was devastated. For the next year, every strategy meeting was haunted by the lost acquisition. The team referenced the one that got away and subtly undermined organic growth initiatives because they seemed smaller than the dead deal.
The organisation allowed the ghost of a transaction that no longer existed to poison the business it still controlled.
Only after leadership changed did the team finally disdain the past and start executing on the assets in front of it.
- Mourning a lost deal is a luxury high-performing teams cannot afford.
- Bitterness over what you cannot control blinds you to the opportunities you can.
The moment the board says no, the deal is dead. Disdain the loss and pivot focus to the next opportunity.
The Two Gardeners
One gardener wasted the season trying to revive a dead tree while the other cleared space for the garden to grow.
Two gardeners inherited identical, overgrown estates. In the centre of both stood an ancient oak tree struck by lightning. It was dead, but its roots still choked the soil around it.
The first gardener obsessed over the tree. He hired specialists, injected nutrients into dead bark and propped up rotting branches, ignoring the healthy saplings being starved of sunlight.
The second gardener looked at the dead tree, disdained the fantasy of saving it and brought in an axe. He cut it down, used the wood to build a fence and let the sun reach the rest of the garden.
By autumn, his estate was blooming. In M&A, you will inherit dead trees. Do not waste your career trying to revive them.
- Obsessing over a broken legacy asset starves the healthy parts of the business.
- Strategic indifference is the axe that lets the light back in.
Do not waste resources trying to revive what is fundamentally dead. Cut it down, clear the space and let the rest of the organisation grow.
The Pattern Behind the Cases
Across these cases, the problem is not persistence. It is attachment after the value has disappeared.
The bidding war shows ego crossing the walk-away line. The rainmaker case shows dirty revenue threatening culture. J&J and Kenvue show strategic simplification when a structure no longer serves the story. The IT migration shows sunk cost turning into future instability.
The founder ghost shows the futility of competing with memory. The dead deal shows bitterness turning into organisational paralysis. The two gardeners show the simplest version of the law: what you refuse to cut down can starve what is still alive.
The pattern is clear. Attention is a form of capital. Strategic indifference is how leaders stop investing that capital in the past.
What you refuse to release continues to manage you.
Four Diagnostic Questions
Before fighting harder for something that is not working, ask four questions.
The Four Questions That Protect Strategic Indifference
These questions help distinguish disciplined persistence from ego-driven attachment.
- 11. What unwinnable battle is consuming leadership attention?
Look for toxic personalities, legacy systems, political skirmishes, dead processes or cultural fights that no longer justify the energy spent on them.
- 22. Am I holding on because of sunk cost?
Past diligence, purchase price, time spent and emotional investment are gone. Future decisions must be based on future value.
- 33. Is bitterness over a lost opportunity blinding us to current opportunities?
A deal that got away can become a ghost that steals energy from the business still in your hands.
- 44. Where do I need to cut the cord cleanly?
Define the act of release and the next place your attention should go. Letting go is valuable only when power is reallocated.
The Four Disciplines of Strategic Indifference
Looking across these cases, mastering the art of letting go requires four distinct disciplines.
- 1Cut the Sunk Costs
The money, time and emotion spent during diligence are gone. Make post-merger decisions based on future value, not past purchase prices.
- 2Ignore the Bait
In auctions and negotiations, rivals can use your ego against you. Maintain the discipline to walk away when price exceeds the fundamental thesis.
- 3Release the Ghosts
Whether it is a departed founder, lost deal or legacy brand identity, you cannot compete with memories. Acknowledge them, then redirect the organisation to the present.
- 4Protect Your Focus
Attention is the ultimate bottleneck. Refuse unwinnable political battles and cultural skirmishes that drain energy from the core integration work.
How to Apply This at Your Level
Role Lens: Senior, Mid-Level and Junior
If you are a CEO, founder, partner, managing director, board member or investor, set the emotional tone. When a deal falls through or an integration hurdle proves insurmountable, model the behaviour of cleanly pivoting. Do not allow your team to wallow in what could have been.
At every level, Law 36 asks for the same discipline: stop fighting battles you cannot win, and start reallocating your power to the ones you can.
The Trap
The trap of Law 36 is mistaking indifference for denial.
Some leaders use the language of strategic indifference to avoid accountability. They dismiss problems too early, walk away from people who could still be supported, abandon hard work that simply requires patience or call something unwinnable because they do not want to face discomfort.
That is not strategic indifference. That is avoidance. The discipline of letting go applies only after leaders have honestly assessed future value, alternatives, costs and the possibility of repair.
There is an opposite trap as well: treating persistence as virtue long after it has become ego. Some leaders keep fighting because walking away would require admitting the thesis failed, the asset was misjudged or the favourite person is toxic.
The mature version of Law 36 is clean release. Fight for what still has future value. Walk away from what does not. Admit sunk costs. Stop feeding ghosts. Redirect attention to what can still grow.
Strategic indifference is not not caring. It is caring enough about the future to stop worshipping the past.
The Paradox at the End of Law 36
The paradox of Law 36 is that dealmakers are taught that persistence wins deals and relentless problem-solving drives integration, yet the most successful M&A leaders are often defined by what they choose to ignore.
They understand that trying to control everything guarantees control over nothing. The lost auction, toxic rainmaker, sunk cost, departed founder and dead legacy system can each become a hole through which leadership attention disappears.
When you disdain what you cannot have, you do not look weak. You signal that your focus is unbreakable. You show the market, your rivals and your own team that your power comes from reality, not wishful thinking.
In M&A, you will inherit dead trees. You will face rivals who try to bait you. You will mourn deals that slip through your fingers. You will discover systems, behaviours and relationships that cannot be saved at a rational cost.
The professionals who endure are the ones who learn to pick up the axe, clear the space and let the sun reach the rest of the garden.
The ultimate display of power is not forcing the world to bend to your will. It is the quiet willingness to walk away from what does not serve the future.
Practice Strategic Indifference
In M&A, obsessing over the deal you lost or the culture you cannot change drains your power. Master the discipline of strategic indifference.
Because in M&A, the most powerful move is often the willingness to walk away.
Before your next meeting on a live deal, ask yourself:
- 1.What unwinnable cultural battle or toxic personality am I currently wasting my leadership attention on?
- 2.Am I holding onto a flawed system or process simply because of the sunk costs we incurred during diligence?
- 3.Is my team still mourning a deal that got away, and is that bitterness blinding us to the opportunities in front of us?
- 4.Where do I need to practise strategic indifference and simply cut the cord?