Topic 27

Entropy: Tendency toward Negative Variation

Topic 27 explores the notion of entropy in M&A deals: things tend to go wrong, and negative variation from expected returns often occur. Entropy may be one of the reasons why there is a tendency toward negative variation.

ENTROPY DEFINED

  • The Second Law of Thermodynamics is an expression of the universal principle of decay observable in nature. It is measured and expressed in terms of a property called entropy.
  • Entropy is “the tendency for all matter and energy in the universe to evolve toward a state of inert uniformity.” Entropy is the “inevitable and steady deterioration of a system or society.”1
  • Entropy is also defined “as a measure of unusable energy within a closed or isolated system (e.g., the universe). As usable energy decreases and unusable energy increases, entropy increases. Entropy is also a gauge of randomness or chaos within a closed system. As usable energy is irretrievably lost, disorganization, randomness, and chaos increase.”2
  • Generalizing, left to itself without outside assistance, an isolated system tends toward a state of energy loss described as entropy.

ENTROPY IN M&A DEALS

  • Perhaps, then, there is an irreversible loss of effectiveness when all the elements of a business (particularly after a deal) are brought together in an ongoing fashion and left alone without continuing outside assistance in the form of leadership, management, accountability, and correction processes.
  • This tendency toward disorder, ...

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