Theoretical analysis reveals how agency conflicts sustain unviable zombie startups in venture capital, highlighting the need for reformed governance to prevent resource misallocation.
For over a decade, cheap capital fuelled a "growth-at-all-costs" mindset in venture capital. Now, as the industry transitions from the Zero Interest Rate Policy (ZIRP) era into a higher-rate reality, it is facing a painful structural correction. At the heart of this shift is the rise of the "zombie" startup: companies generating just enough revenue to stay afloat, but lacking the profitability or growth trajectory needed to secure their next round of funding. This creates what we term the "Zombie Startup Paradox." In a rational market, capital should quickly flee unviable ventures during a liquidity crunch; yet, funding continues to flow into these stagnant entities. Drawing on Agency Theory, this paper unpacks the hidden principal-agent conflicts between Limited Partners (LPs) and General Partners (GPs). We demonstrate how a GP’s desire to protect reported Internal Rates of Return (IRR) and avoid the market stigma of a down-round often incentivizes an "extend-and-pretend" strategy, injecting just enough follow-on capital to keep a failing company artificially alive on paper. The ripple effects of this behaviour are severe. By keeping these zombies on life support, the broader ecosystem suffers: top-tier talent is misallocated, early-stage innovation is crowded out, and exit markets become distorted. To break this cycle, we propose practical, actionable governance frameworks cantered on sharper LP oversight, rigorous GP portfolio triage, and greater founder transparency. Ultimately, this study offers a clear roadmap for navigating the post-ZIRP venture landscape, helping the industry clear out the dead weight and restore true capital efficiency to the innovation ecosystem.
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H L Pramoda (2026) studied this question.
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