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Research Article
Transaction cost economics: Lessons from past reforms and potential for the digital economy
expand article infoSvetlana B. Avdasheva, Islam Z. Geliskhanov
‡ HSE University, Moscow, Russia
Open Access

Abstract

Transaction cost economics (TCE) and the theory of governance structures developed by Oliver Williamson have demonstrated significant explanatory power across institutional economics, law and economics, public policy, and strategic management. This review evaluates­ the predictive potential of TCE in light of profound changes in industry organization and market design, focusing on its relevance to reform processes. We compare two major historical experiences: the liberalization of infrastructure network industries (electricity, gas, rail, and telecommunications) and the privatization of state-owned enterprises in post-socialist economies, with particular attention to Russia. While the reform trajectories differed, both cases reveal the risks of neglecting asset specificity, institutional constraints, and transaction hazards, which are core concepts in TCE. Where reforms evolved through adaptive governance and coordinated institutional development, outcomes were more resilient and efficient. In contrast, rushed transitions lacking governance capacity produced systemic inefficiencies. Drawing from these experiences, we explore emerging challenges in the regulation of digital platforms and ecosystems. We argue that digitalization alters transaction costs, expands strategic interdependencies, and gives rise to hybrid forms of platform governance. These developments underscore the need to reinterpret past lessons for new institutional contexts, particularly in areas such as labor classification, competition policy, and algorithmic regulation.

Keywords:

Oliver Williamson, new institutional economics, transaction cost economics, governance structure theory, liberalization, digital platforms, digital ecosystems, artificial intelligence.

JEL classification: B52, D02, P11.

1. Introduction

The award of the 2009 Nobel Prize in economics to Oliver E. Williamson and Elinor Ostrom represented a rare moment of convergence among economists and social scientists, reaffirming a shared foundation across disparate research traditions. Fifteen years on, Williamson’s contributions — particularly his theory of transaction cost economics (TCE) — remain deeply influential, shaping interdisciplinary inquiry in economics, law, and management. From law and economics to organizational theory, from strategic management to marketing, and from comparative economics to international business, TCE has become an indispensable lens for understanding how institutions and governance structures emerge, evolve, and interact — especially in the realm of public policy.

Even a quarter-century ago, many economists held that virtually no substantive question in economics lay beyond the reach of transaction cost analysis (Masten, 2022). While that claim may overstate the case, there is little doubt that TCE now figures centrally in any rigorous regulatory impact assessment: it systematically evaluates how legal rules and policy proposals reshape the costs of contracting, enforcement, and ultimately, the allocation of resources.

At its core, TCE dissolves the rigid dichotomies of “firm vs. market” and “regulation vs. free market”, treating each as simply different institutional solutions to the same underlying problem: economizing on transaction costs. Under Williamson’s framework, regulation is not antithetical to markets; rather, it is one governance choice among many, invoked when neither market nor hierarchical arrangements can adequately safeguard against contractual hazards (Williamson, 1985). Crucially, TCE embeds a temporal dimension into its comparative institutional analysis, recognizing that economic actors adopt incomplete contracts not only to govern current exchanges but also to adapt to unforeseeable future contingencies. By demonstrating the impracticality of any “ideal” governance structure, Williamson relieved private parties — and by extension, policymakers­ — of the Sisyphean task of comparing every proposal to a hypothetically perfect benchmark. Instead, they need only identify governance structures that economize effectively on transaction costs under prevailing conditions.

Williamson (1998) further distinguishes between first‑order and second‑order economizing. This dual perspective underscores the enduring responsibility of legislators: the rules they set today will steer decentralized decision‑making for decades to come. Finally, TCE highlights the fragility inherent in a complex web of contracts among independent owners. Any regulatory intervention into existing arrangements must therefore satisfy stringent “remediableness” criteria, demonstrating both the absence of a feasible superior alternative and a net gain relative to the status quo.

The true test of any theory lies in its practical application. Here, we focus on how the insights of TCE have informed reforms at Williamson’s second level (the institutional environment) and third level (governance structures) of the institutional hierarchy (Williamson, 1998). As early as 1991, Paul A. Joskow observed that:

2. Conceptual framework and methodology

Williamson’s contribution to the new institutional economics (NIE) lies in transforming Ronald Coase’s insight on transaction costs into an operational framework for analyzing the efficiency of different organizational forms, thereby expanding and enriching TCE. While Coase (1937, 1960) identified that transaction costs help explain the existence of firms alongside markets, Williamson developed a comparative, microanalytic theory of governance structures that classified them into markets, hierarchies (firms), and hybrids (interfirm arrangements such as long-term contracts and alliances). He introduced the concept of “second-order economizing,” where the choice among governance structures is guided by minimizing transaction costs through the alignment of these structures with the attributes of specific transactions, while taking into account laws and regulations — the “formal rules of the game” (Williamson, 1998).

Three core transactional attributes determine governance choice: asset specificity, uncertainty, and frequency. Asset specificity refers to how much value an investment loses if redeployed outside a particular transaction; high specificity increases mutual dependence and the risk of opportunism, especially through hold-up problems — situations where one party may exploit its bargaining power after specific investments have been made, extracting rents by threatening to withdraw cooperation. Uncertainty relates to the unpredictability of future conditions, making it difficult to fully specify and enforce contracts ex ante. This often necessitates reliance on relational contracts, informal agreements sustained by ongoing interactions and mutual trust rather than formal legal enforcement, to mitigate risks of opportunism under uncertainty. Frequency concerns how often a transaction recurs, which affects whether it is worthwhile to invest in specialized governance mechanisms. When transactions involve high specificity and uncertainty, markets become inefficient, and hybrids or hierarchies are preferred for their stronger safeguards and coordination capabilities (Williamson, 1985, 1998).

Williamson embeds this framework within a broader four-level model of social­ analysis that organizes institutional and economic decision-making across different­ time scales and mechanisms. Level 1, social embeddedness, includes deeply rooted informal institutions such as norms, culture, and traditions that evolve slowly over centuries. Level 2, the institutional environment, consists of formal rules like property rights, laws, and constitutions, enforced by courts and bureaucracies; it defines the “rules of the game” and shapes feasible governance options. Level 3, governance, concerns how transactions are structured and ­executed using markets, hybrids, or hierarchies — this is where TCE operates most directly, aiming to align governance structures with transaction characteristics through second-order economizing. Thus, the latter assumes the institutional environment (Level 2) as given and focuses on selecting or designing governance structures (Level 3) that most effectively mitigate transaction hazards under those conditions. Level 4, resource allocation and employment, deals with marginal efficiency, incentive structures, and pricing decisions — functions central­ to neoclassical and agency theory, referred to as third-order economizing. Each level imposes constraints on the level below, creating a nested, interdependent system of economic organization (Williamson, 1998).

Materials and methods. This study employs a qualitative and comparative methodology as well as methodological approaches from the new institutional economics, specifically TCE and the governance structure theory. The aim is to assess how well these theoretical frameworks explain the outcomes of structural reforms in various economic sectors across time and geography, and to evaluate their applicability to the evolving domain of digital platforms and ecosystems.

The research methodology incorporates several complementary methods:

  • • comparative institutional analysis to contrast governance structures across sectors and historical contexts;
  • • thematic content analysis of empirical studies to identify patterns of alignment or misalignment between transaction characteristics and institutional arrangements;
  • • case study synthesis, drawing on sector-specific reform experiences to distill policy-relevant lessons.

The information base for the study is built upon a broad set of empirical works documenting liberalization reforms in traditional network industries — electricity­, natural gas, rail, and telecommunications — as well as privatization reforms in Russia and other former Soviet Union (FSU) countries. In total, the study synthesizes insights from more than 120 empirical studies covering reforms in more than 90 countries across 5 continents (United States, EU countries, Latin American countries, India, China, Russia and others), with data spanning from the early 1970s to 2025, and across different institutional contexts. Empirical data include quantitative evaluations of transaction-specific investment risks, regulatory asymmetries, performance outcomes of post-reform entities, and the evolution of market structures. Research on privatization reforms is based on the analysis of theoretical and empirical studies, as well as data from government agencies and analytical reports from international organizations dedicated to privatization reforms in Russia and other FSU countries.

This study also draws on a substantial body of empirical and theoretical ­research on digital platforms and algorithmically mediated ecosystems (analyzed through more than 70 scholarly sources). Applying the analytical lens of TCE and the governance structure theory, we examine how digitalization reconfigures the boundaries between firms, markets, and hybrids. We also assess the institutional and regulatory adaptations necessary to address transaction frictions, incentive misalignments, and emerging asymmetries of power within platform-based governance structures.

The analytical process proceeds in three stages:

1. Application of TCE to historical reform cases: Williamson’s framework is used to examine whether governance structures were appropriately aligned with key transaction attributes such as asset specificity, frequency, and uncertainty, and whether institutional environments (laws, regulatory bodies) were supportive of this alignment.

2. Classification of lessons: Based on the empirical outcomes, the study cate­gorizes lessons as partially learned (e.g., gradual adaptation of regulation during reforms in network industries), missed (e.g., weak governance in post-socialist privatization), or still emerging (e.g., regulatory design for digital platforms).

3. Forward-looking application: The study then explores how these lessons apply to current and future challenges posed by digital platforms and ecosystems. These are examined as emerging forms of governance that potentially transcend traditional market-hierarchy-hybrid classifications, due to their combination of algorithmic control, digital monitoring, and strategic center coordination.

The final output of the methodology is not only a typology of reform experiences but also a set of theoretically informed propositions for evaluating governance in digital markets. The study concludes with reflections on the potential need to define new governance structures that account for the distinctive characteristics of digital ecosystems, while cautioning that such classifications must be rooted in ongoing empirical observation and analysis.

In extending our study to digital platforms and ecosystems, we examine several­ contractual mechanisms commonly used by dominant platforms to govern inter-firm relationships and structure transactions. These mechanisms matter not only for competition law but also as tools of governance that reshape transaction costs and redefine market boundaries.

3. Lessons partially learned: Transaction governance and structural reform in network industries

As a result of the comparative institutional analysis and thematic synthesis described in the methodology, we have identified recurring governance problems arising during liberalization, deregulation, and structural reforms across network industries in different countries and time periods. These issues, grouped by sector (using the electricity, gas, and railways sectors as examples), are summarized in Tables 13, with examples and supporting research. Each table highlights transactional failures, coordination breakdowns, and institutional mismatches interpretable through the lens of TCE and governance structures theory. The analysis shows how misaligned governance — due to overlooked asset specificity, institutional fragmentation, or coordination gaps — has often undermined reform efforts and led to inefficiencies. These sectoral insights underpin the lessons discussed in the conclusion.

Table 1

Overview of the problems of liberalization reforms in the electricity sector.

Key issues of reforms Regions / countries Time period Research
High market concentration and monopoly dominance (dominance of vertically integrated companies, entry barriers, limited network access, inefficient unbundling, network bottlenecks) North and Latin America, EU, UK, Asia, other countries 1970s–2020s Schmalensee and Golub (1984), Steen (2003), Capobianco (2005), Joskow (2008), Correljé and De Vries (2008), Weigt (2009), Erdogdu (2010), Grilli (2010), Stagnaro et al. (2020), Santos et al. (2021), Fatras et al. (2022)
Insufficient investment incentives and unstable revenues (short-term signals, regulatory uncertainty, revenue volatility, lack of risk hedging instruments) North and Latin America, EU, UK, Asia, Africa, other countries 1980s–2020s Larsen et al. (2004), Joskow (2006, 2008, 2022), Weigt (2009), Jamasb et al. (2015), Roques and Finon (2017), Bhattacharyya (2019), Dertinger and Hirth (2020), Guerriero (2020), Fatras et al. (2022), Morrison (2022)
Coordination failures and system fragmentation (governance misalignments across generation, transmission, and retail, governance fragmentation and imbalance) North and Latin America, EU, UK, Asia, other countries 1980s–2020s Joskow (2006), Weigt (2009), Roques and Finon (2017), Bansal (2017), Urpelainen et al. (2018), Bhattacharyya (2019), Fatras et al. (2022), Morrison (2022), Pereira et al. (2023)
Weak competition, market immaturity (strategic bidding behavior, low player participation, market manipulation) North and Latin America, EU, other countries 1980s–2020s Borenstein et al. (1999), Woo et al. (2003), Cicchetti et al. (2004), Mirza and Bergland (2016), Zhao and Zhu (2024)
Weak or politically dependent regulators, political and regulatory issues (lack of autonomy, political interference, inconsistent enforcement, political resistance) North and Latin America, EU, UK, Asia, Africa, other countries 1980s–2020s De Almeida and Pinto (2004), Singh (2006), Erdogdu (2010), Pollitt (2012a, 2012b), Jamasb et al. (2015), Rodríguez Padilla (2016), Bansal (2017), Shin and Managi (2017), Bhattacharyya (2019), Guerriero (2020), Santos et al. (2021), Morrison (2022), Pereira et al. (2023)
Inefficient and non-transparent pricing and tariff policies; rising costs (price rigidity, cross-subsidies, cost misallocation) North America, EU, UK, Asia, other countries 1990s–2020s Domah and Pollitt (2005), Grilli (2010), Bansal (2017), Guerriero (2020), Santos et al. (2021), Fatras et al. (2022), Joskow (2022), Zhao and Zhu (2024)
Institutional and social barriers (weak institutions, affordability issues, infrastructure gaps, electricity theft, weak payment culture, corruption) North and Latin America, EU, UK, Africa, Asia, other countries 1980s–2020s Singh (2006), Jamasb et al. (2015), Bansal (2017), Urpelainen et al. (2018), Bhattacharyya (2019), Dertinger and Hirth (2020), Fatras et al. (2022), Joskow (2022), Morrison (2022)
Consumer inertia and low engagement (high switching costs, low awareness, limited alternatives) North and Latin America, EU, Asia, other countries 1990s–2020s Bansal (2017), Shin and Managi (2017), Stagnaro et al. (2020)
Market model misfit for new technologies (inflexibility of liberalized models to accommodate intermittent and decentralized sources) North and Latin America, EU, Africa, other countries 1990s–2020s Roques and Finon (2017), Joskow (2022), Fatras et al. (2022), Morrison (2022), Pereira et al. (2023)
Table 2

Overview of the problems of liberalization reforms in the gas sector.

Key issues of reforms Regions / countries Time period Research
Dominance of large companies, limited third-party access to networks (entry barriers, monopolized infrastructure, classic governance bottleneck, lack of access safeguards) North and Latin America, EU, Middle East, Asia, other countries 1980s–2020s World Bank (1999), Beato and Fuente (2000), Cavaliere (2007), Haase (2008), Talus (2014), Ishwaran et al. (2017), IEA (2019), Demir (2020), Kumar et al. (2020), Diaz (2021), Pereira et al. (2023), Babatunde et al. (2024), Mohammad et al. (2024)
Regulatory fragmentation and inflexibility, poor institutional coordination, market inefficiencies (conflicting authority layers, transaction governance undermining, increased enforcement costs, market and price manipulation) North and Latin America, EU, Middle East, Asia, other countries 1980s–2020s Marston (1997), Jackson (2005), Mulder et al. (2006), Haase (2008), Grätz (2009), Slabá (2009), Reverdy (2010), Ishwaran et al. (2017), Kar and Gupta (2017), IEA (2019), Dodge (2020), Najicha (2021), Diaz (2021), Chow and Rincon-Romero (2022), Romeiro and Amorim (2022), Delalibera et al. (2023), Pereira et al. (2023), Babatunde et al. (2024), Mohammad et al. (2024)
Vertical integration, role conflicts between operators and regulators (boundary blurring of control, second-order economizing hindrance, enforcement issues) Latin America, EU, North America, Middle East, Africa, Asia, other countries 1980s–2020s World Bank (1999), Beato and Fuente (2000), Cavaliere (2007), Haase (2008), Westphal (2014), Ishwaran et al. (2017), Demir (2020), Kumar et al. (2020), Romeiro and Amorim (2022), Delalibera et al. (2023), Babatunde et al. (2024), Mohammad et al. (2024)
One-size-fits-all reform models that ignore sectoral and institutional specificity (lack of transaction-specific governance design, misalignment with local institutional environment) North and Latin America, EU, Africa, Asia, other countries 1980s–2020s World Bank (1999), Mulder et al. (2006), Haase (2008), Brakman et al. (2009), Slabá (2009), Talus (2014), Westphal (2014), Najicha (2021), Chow and Rincon-Romero (2022), Hafner and Luciani (2022), Babatunde et al. (2024), Mohammad et al. (2024)
Institutional and regulatory barriers, inflexible contracts, absence of liquid trading hubs, high asset specificity, inflexible, non-transparent and inefficient pricing (increased switching costs, renegotiation hazards due to rigid long-term contracts) North and Latin America, EU, Africa, Asia, other countries 1980s–2020s Marston (1997), World Bank (1999), Jackson (2005), Grätz (2009), Reverdy (2010), Ishwaran et al. (2017), Kar and Gupta (2017), IEA (2019), Demir (2020), Dodge (2020), Kumar et al. (2020), Najicha (2021), Diaz (2021), Hafner and Luciani (2022), Romeiro and Amorim (2022), Delalibera et al. (2023), Pereira et al. (2023), Babatunde et al. (2024), Mohammad et al. (2024)
Infrastructure constraints and fragmentation, insufficient investment incentives, dependency on imports (transaction vulnerabilities due to network bottlenecks, energy security risks) North and Latin America, EU, Africa, Asia, other countries 1980s–2020s Mulder et al. (2006), Brakman et al. (2009), Grätz (2009), Slabá (2009), Reverdy (2010), Talus (2014), Westphal (2014), Ishwaran et al. (2017), IEA (2019), Demir (2020), Diaz (2021), Chow and Rincon-Romero (2022), Hafner and Luciani (2022), Delalibera et al. (2023), Pereira et al. (2023), Babatunde et al. (2024), Mohammad et al. (2024)
Weak reform legitimacy, social and political resistance (public distrust, regional resistance, asymmetric benefit distribution, political hazards) Asia, other countries 1990s–2020s Jackson (2005), Haase (2008), Najicha (2021), Chow and Rincon-Romero (2022), Babatunde et al. (2024)
Lack of regulator independence and tariff transparency (non-autonomous oversight, lack of opacity and credible commitments, high transaction risks) Latin America, EU, Asia, other countries 1980s–2020s Beato and Fuente (2000), Mulder et al. (2006), Kar and Gupta (2017), IEA (2019), Demir (2020), Kumar et al. (2020), Najicha (2021), Mohammad et al. (2024)
Table 3

Overview of the problems of liberalization reforms in the rail sector.

Key issues of reforms Regions / countries Time periods Research
Dominance of large companies, vertical integration, discrimination against new entrants, risks of remonopolization (incumbents’ advantages, entry barriers, formal liberalization) EU, North and Latin America, Asia, other countries 2000s–2020s Ellig (2002), Pittman (2004, 2005), Bouf et al. (2005), Cantos et al. (2012), Laabsch and Sanner (2012), Ozkan et al. (2016a), Huang et al. (2019), Kuriakose and Gupta (2021), Solina and Abramović (2022)
Coordination loss after vertical separation and rising transaction costs (functional unbundling, interface cost increases, role of duplication, operational friction) North America, EU, UK, Asia, other countries 1990s–2020s Pittman (2004, 2005), Bouf et al. (2005), Cantos Sánchez et al. (2008), Wetzel (2008), Król (2009), Cantos et al. (2012), Laabsch and Sanner (2012), Velde et al. (2012), Nash et al. (2014), Mizutani et al. (2015), Ozkan et al. (2016a, 2016b), Abbott and Cohen (2017), Huang et al. (2019), Kuriakose and Gupta (2021), Shrivastva (2021), Solina and Abramović (2022), Moyano and Dobruszkes (2025)
Weak institutional coordination, incompatibility of national models (governance misalignments, lack of regulatory harmonization across jurisdictions, market integration limitations, system fragmentation) EU, Africa, Asia, other countries 2000s–2020s Bouf et al. (2005), Pittman (2004, 2005), Velde et al. (2012), Nash et al. (2014), Bošković and Bugarinović (2015), Mizutani et al. (2015), Ozkan et al. (2016a, 2016b), Abbott and Cohen (2017), Huang et al. (2019), Kuriakose and Gupta (2021), Shrivastva (2021), Solina and Abramović (2022)
Insufficient independence and weak capacity of regulators (regulatory autonomy deficits, enforcement tool shortages) EU, India, Africa, Asia, other countries 2000s–2020s Pittman (2004), Król (2009), Nash et al. (2014), Ozkan et al. (2016a, 2016b), Shrivastva (2021)
Financial fragility and subsidy dependence of infrastructure firms (low cost recovery, regulatory constraints, investment deterrence, autonomy reduction) EU, Africa, Asia, other countries 1990s–2020s Velde et al. (2012), Ozkan et al. (2016a), Huang et al. (2019), Kuriakose and Gupta (2021), Solina and Abramović (2022), Moyano and Dobruszkes (2025)
Institutional barriers and inertia, resistance to reforms (governance adaptation delays, labor rigidity, legacy agreements, bureaucratic resistance) North America, Africa, Asia, other countries 1960s–2020s MacDonald and Cavalluzzo (1996), Bouf et al. (2005), Cantos Sánchez et al. (2008), Wetzel (2008), Król (2009), Nash et al. (2014), Mizutani et al. (2015), Ozkan et al. (2016a), Abbott and Cohen (2017), Huang et al. (2019), Kuriakose and Gupta (2021), Shrivastva (2021), Solina and Abramović (2022), Moyano and Dobruszkes (2025)
Network fragmentation and inefficient resource allocation (regional grid disconnection, coordination obstacles, planning inefficiencies, scalability limitations) North and Latin America, EU, UK, Asia, Africa, other countries 1990s–2020s Ellig (2002), Pittman (2004, 2005), Cantos Sánchez et al. (2008), Wetzel (2008), Velde et al. (2012), Bošković and Bugarinović (2015), Mizutani et al. (2015), Ozkan et al. (2016a, 2016b), Abbott and Cohen (2017), Huang et al. (2019),
Kuriakose and Gupta (2021), Solina and Abramović (2022), Moyano and Dobruszkes (2025)
Rigid contract and tariff models, problems with pricing (contract complexities, problems with tariff methodologies, short-termism, opaque access terms, cross-subsidies, contestability restrictions) North America, EU, other countries 1990s–2020s Ellig (2002), Cantos Sánchez et al. (2008), Król (2009), Velde et al. (2012), Bošković and Bugarinović (2015), Ozkan et al. (2016a), Huang et al. (2019), Shrivastva (2021), Solina and Abramović (2022), Moyano and Dobruszkes (2025)
Decline in investment incentives, low profitability (sunk costs, policy uncertainty, limited returns, private sector engagement deterrence, incentive mismatch) EU, UK, Asia, other countries 1980s–2020s Bouf et al. (2005), Pittman (2005), Król (2009), Laabsch and Sanner (2012), Velde et al. (2012), Nash et al. (2014), Mizutani et al. (2015), Ozkan et al. (2016b), Abbott and Cohen (2017), Kuriakose and Gupta (2021), Solina and Abramović (2022)

The electricity sector is defined by high asset specificity, technological complexity, and acute coordination needs. Investments in generation, transmission, and distribution infrastructure are capital-intensive and irreversible, while real-time balancing between production and consumption introduces substantial uncertainty and interdependence between actors. These conditions amplify transaction costs and create structural asymmetries that complicate the introduction of market mechanisms, especially in segments with natural monopoly characteris­tics like transmission and distribution. Based on a broad analysis of empirical studies­, Table 1 summarizes the core governance and transaction-related problems ­observed during electricity market liberalization in various countries, where poorly aligned governance structures — especially in the early stages — led to regulatory instability, coordination failures, weak competition, and unmet investment incentives, validating key predictions of Williamson’s TCE framework.

The gas sector is similarly characterized by extreme capital intensity and long investment cycles, with infrastructure such as pipelines and storage facilities representing sunk costs that are highly transaction-specific. Geopolitical risk, technological lock-in, and dependence on long-term contracts compound uncertainty. Moreover, pipeline networks exhibit strong natural monopoly traits and require ongoing regulatory oversight. The combination of asset immobility and institutional heterogeneity has often impeded the effectiveness of liberalization, especially in countries where market reforms lacked strong governance safeguards. Table 2 highlights recurring structural and institutional failures in gas sector reforms across different jurisdictions, where the dominance of incumbent firms, inflexible contract models, and weak regulatory design reflect the consequences of ignoring asset specificity, institutional diversity, and transaction hazards — reinforcing the need for governance structures tailored to sectoral and country-specific contexts.

Rail transport is one of the most governance-intensive sectors due to extremely high asset specificity and complex interdependence between infrastructure and rolling stock. Investments in tracks, stations, and signaling systems are highly specialized and cannot be repurposed without substantial loss, leading to sunk costs and long payback periods. In fragmented systems, coordination failures ­between infrastructure managers and operators increase opportunism and conflict. These features make pure market solutions ill-suited, often requiring hybrid or hierarchical governance structures — especially where safety, standardization, and public service obligations are involved. Table 3 presents the main challenges encountered in rail and transport infrastructure reforms, where vertical unbundling and market liberalization often produced unintended inefficiencies, rising transaction costs, and fragmented regulatory oversight — demonstrating how misaligned governance arrangements can undermine reform outcomes when the coordination needs of high-specificity assets are underestimated.

The underlying institutional dynamics of these problems can be better understood in the historical context of reform waves that began in the mid-1980s. Mounting welfare losses under rate‑of‑return and cost‑plus regulation — as well as the entrenched resistance of vertically integrated incumbents in so‑called “natural monopoly” sectors — spurred a global wave of competition‑promoting reforms in telecommunications, electricity, and gas (Laffont and Tirole, 2001). At the heart of these reforms lay the principle of vertical separation: assets exhibiting “natural monopoly” traits (notably, significant economies of scale and scope) were split off from those deemed potentially competitive.

Across countries and sectors, the extent of unbundling differed markedly. In some jurisdictions, regulators imposed full separation, barring the upstream, natural-monopoly operator from any involvement in downstream competitive activities. Elsewhere, a third-party access regime prevailed: the incumbent continued to own and operate downstream assets but was mandated — under regulated, non-discriminatory terms — to grant competitors access to its network infrastructure. To counteract incumbent market power, retail‑price controls were dismantled and replaced — ideally — by spot markets that signal real‑time shifts in supply and demand. In parallel, dedicated capacity markets emerged to guide investment decisions by reflecting the true opportunity cost of network resources.

Over the past forty years, these liberalization efforts have constituted arguably the largest experiment in transaction governance ever undertaken. Even in the early stages, Joskow — one of the foremost advocates for applying TCE to utility reform — warned that:

4. Lessons missed: Privatization and market-oriented reform in post‑socialist economies

Liberalization and privatization in Russia and other FSU countries are widely regarded as among the most profound failures of post-socialist economic reforms. It is striking that institutional economics has paid relatively little ­attention to the institutional mechanisms underlying this failure, and even more surprising that IE has contributed almost nothing to the comparative analysis of Russian and Chinese liberalization reforms from the perspective of governance structures.

The widespread opinion is that Russian privatization was the best that was politically and administratively feasible (supporting works cited by Brown et al., 2013). Whether this statement is correct or not, the average decline in manufacturing productivity (Brown et al., 2013), followed by deindustrialization, requires explanation and interpretation.

An explanation of deindustrialization and the sharp decline in Russian GDP through the lens of asset specificity was developed by Blanchard and Kremer (1997). Their aptly titled article, “Disorganization”, demonstrates that once the previous governance structures were dismantled, the combination of asset specificity, incomplete contracts, and asymmetric information led to severe output losses. As they put it:

5. The digital economy and digital platforms: New institutional challenges

The rise of digital economy and digital platforms pose significant challenges for both economic theory and legal practice. Digital technologies and multi-sided platform business models alter transaction costs in contracting (Golovanova et al., 2024) as well as the costs of control within firms. Characteristics and actions that were previously unobservable are now visible to counterparties and internal managers alike. Yet, there is still no clear consensus on how digital technologies affect the boundaries between firms and markets. As Nagle et al. (2024) observe:

6. Competition policies for digital ecosystems: Revisiting old problems in new contexts

Competition policy toward digital platforms and ecosystems has been the subject of intense debate over the past decade. Recently, this discourse has evolved beyond individual high-profile antitrust cases against the largest digital platforms in the U.S. and Europe to include ambitious legislative initiatives. The European Union’s Digital Markets Act (DMA, 2022) has served as a blueprint for similar proposals elsewhere, such as Brazil’s Digital Market Law Bill (PL 2768/2022). In the U.S., several sector-specific legislative efforts — including the American Innovation and Choice Online Act, the Open App Markets Act, and the Ending Platform Monopolies Act — aim to curb the capacity of dominant digital platforms to monopolize adjacent markets.

The theory of harm in competition posed by digital platforms — such as the restriction of third-party applications, contractual single-homing,1 exclusionary tying,2 barriers to entry, anti-steering provisions,3 and, more broadly, self-preferencing (Lancieri and Sakowski, 2021; Motta, 2023) — bears striking resemblance to the challenges encountered during pro-competitive reforms in sectors like electricity, gas, and rail some fifty years ago. In traditional network industries, vertical restructuring was driven by the failure to ensure market access for new entrants, leading to a shift from reliance on competition enforcement to the adoption of regulatory solutions. Large incumbent firms, by virtue of their control over essential or bottleneck facilities, were able to stifle competition. The concept of “gatekeepers”, as defined in the EU Digital Markets Act, reflects a recent parallel to these incumbents. The complex and detailed sector-specific regulatory regimes developed to curtail anti-competitive conduct in traditional network industries — particularly telecommunications, electricity, and gas — closely mirror the types of conduct currently attributed to dominant digital platforms. A central concern of regulators in traditional sectors was the use of long-term contracts between incumbents and customers, often involving de facto exclusive arrangements such as “take-or-pay” clauses (Polo and Scarpa, 2013). These are comparable to contemporary restrictions on interoperability and multi-homing that digital platforms impose today, which can similarly entrench market power and inhibit entry.

The goals of sector-specific competition policy in digital markets closely resemble those pursued during the liberalization of network industries four to five decades ago. The immediate target is to protect business users of digital platforms and promote competition in adjacent markets. The longer-term goal is to make entry into the core market more feasible for digital platforms, thereby increasing its contestability. This parallel between past liberalization efforts and current digital market reforms — especially with regard to changes in governance structures — warrants a deeper examination of the historical lessons from infrastructure sectors. In this context, TCE is relevant not only for informing the general­ design of competition policy but also for evaluating the remedies proposed by antitrust interventions.

A central issue in ongoing debates is the standard of enforcement and the definition of the policy’s immediate objectives. Among the proposals to move ­beyond the traditional consumer welfare standard, several are closely aligned with the logic of TCE and concerns about governance. Notably, Biggar and Heimler (2021) argue that the risk of contractual hazards, particularly the threat of hold‑up, is a key source of competitive harm that large digital platforms can inflict. In their view, competition policy should explicitly aim to protect upstream and downstream trading partners from such risks:

7. Upcoming challenges in the age of AI and expanding digital infrastructures

The rapid advancement of artificial intelligence (AI) and other transformative digital technologies — such as blockchain, cloud computing, and the Internet of Things (IoT) — poses novel challenges for TCE and the governance structure theory developed within it. These technologies reshape the fundamental conditions under which transactions occur, altering the traditional dimensions of bounded rationality, information asymmetry, asset specificity, and uncertainty that are central to TCE.

AI-driven recommender systems exemplify these challenges by influencing market coordination and user behavior through algorithmic curation and dynamic­ personalization. From a TCE perspective, recommender systems function as components of new governance mechanisms that complement historically used tools of contracting and control. However, their complexity and lack of transparen­cy increase transaction costs related to monitoring, verification, and the risk of hold-up, especially for upstream suppliers and independent service providers dependent on platform visibility. The adaptive nature of AI algorithms further complicates governance as contract terms and enforcement mechanisms struggle to keep pace with rapid, data-driven changes.

Together, digital technologies are shifting the governance landscape in affected industries from traditional firm-market-hybrids towards complex, algorithmically mediated ecosystems. This shift challenges the adequacy of existing governance structures, necessitating new institutional frameworks capable of ensuring transparency, accountability, and contestability in increasingly algorithmic decision environments. Regulators and market participants must develop novel tools for algorithmic oversight, data governance, and interoperability standards to mitigate emerging transaction costs associated with asymmetric information and opportunistic behavior embedded within these technologies.

In conclusion, the integration of AI and advanced digital technologies requires extending the governance structure theory to incorporate algorithmic intermediaries, decentralized protocols, and real-time data ecosystems. Understanding these new governance modes is critical for designing policies that balance efficiency gains with safeguards against systemic risks, ensuring robust and adaptive transaction governance in the digital economy.

8. Discussion and concluding remarks: Lessons learned, missed, and still emerging

TCE, along with the governance structures theory developed within it, offers a vital framework for predicting the outcomes of reforms aimed at improving the efficient allocation of resources through entry promotion. These reforms notably include market liberalization, privatization, and structural remedies in competition policy. Whether or not policymakers explicitly account for transaction costs, the adoption of concepts grounded in governance principles often plays a decisive role in the success or failure of such reforms. However, having this knowledge alone doesn’t guarantee success. Even when governments or experts take transaction costs into account, they don’t always translate this awareness into viable policy proposals. But when transaction costs are ignored altogether, failure becomes not only more probable, but often more severe. Two contrasting historical cases illustrate this point.

The privatization of assets in Russia and other FSU countries exemplifies the risks of neglecting both existing governance structures and target governance structures, alongside their associated transaction costs. No viable governance options were available for the newly created firms with arbitrarily defined vertical structures. Weak transaction governance eliminated their potential competitive advantages and exacerbated existing disadvantages. In this case, the key lesson learned was that the governance structure itself is a critical determinant of competitiveness.

Liberalization and pro-competitive reforms in traditional network industries illustrate cases where the initial neglect of governance structures and transaction costs was progressively replaced by more deliberate and informed attention over time. There is a clear convergence between the predictions of TCE, governance structure theory, and competition policy in network industries. Targeted changes in governance structures — including regulatory interventions — were necessary conditions for at least partial success of vertical unbundling under deregulation. Lessons about governance after vertical separation have been learned over the decades and are still being learned today.

The rapid growth of the digital economy and the expansion of digital platforms present challenges similar to those encountered in the past — particularly regarding the facilitation of market entry for new participants. These challenges echo those posed by vertical integration in traditional network industries, as well as the collapse of administrative governance structures in post-socialist states several decades ago. Contemporary regulation and competition policy must avoid repeating the historical mistakes of underestimating the critical role of governance, institutional frameworks, and their interactions.

The development of digital platforms based on recommendation systems (including AI as a distinct form) raises at least two key issues: the discrepancy between the economic nature and the legal form of contracts that accompany this new organizational form, and the unpredictability of unbundling policies toward digital platforms — especially given the complex and challenging history of deregulation in network industries.

In analyzing digital platforms, it is crucial not only to emphasize network effects but also to recognize platforms as strategic centers that organize and manage these effects — an insight emphasized in Menard’s (2022) framework on organizational governance. The strategic center functions as the coordinating core of the platform ecosystem, shaping incentives, managing information flows, and enforcing rules that collectively reduce transaction costs for participants. This ability to internalize coordination and mitigate frictions within a dispersed network is a fundamental source of the platform’s competitive advantage. Furthermore, when evaluating whether a platform aligns with “firm” or “non-firm” organizational forms, greater attention should be paid to the economic substance of its governance mechanisms rather than to formal legal definitions. This perspective highlights that platform governance — characterized by algorithmic control, incentive alignment, and continuous monitoring — transcends traditional governance categories and calls for an expanded conceptual framework beyond Williamson’s original typology.

In other words, digital platforms and ecosystems do not fully conform to Williamson’s traditional governance structures as they are commonly understood. While classical categories such as markets, hierarchies, and hybrids provide valuable fundamental insights, digital platforms uniquely combine powerful incentive mechanisms, advanced digital monitoring and control, and algorithmic coordination. These capabilities enable platforms to manage massive flows of legally independent service providers in ways that transcend conventional governance structures. This complexity suggests the need to explore and potentially define new types of governance structures tailored to platform-based ecosystems. However, we emphasize that the formal introduction of such new governance categories should be based only on the results of a variety of rigorous empirical studies.

The rise of AI, blockchain, cloud computing, and IoT is transforming the way transactions are structured and governed. Based on these technologies, new mecha­nisms — such as recommender systems, smart contracts, and algorithmic decision-making systems — are introducing new forms of intermediation and control­. While these innovations can reduce some traditional transaction costs, they also generate new types of complexity, opacity, and strategic dependency. These developments challenge the boundaries of existing governance frameworks, pushing market actors and regulators alike to adapt.

To this end, advancing a more positive and nuanced analysis of transactions in the digital sector is essential. Particular focus should be placed on understanding how new regulatory rules influence governance structures through the process of economizing by market participants. This approach promises deeper insight into the evolving dynamics of digital markets and more effective policy design moving forward. Recognizing the shifting nature of transaction costs and institutional arrangements in technologically mediated environments will be key to ensuring that digital transformation supports, rather than undermines, competition and innovation.

In light of this analysis, we propose a systematization of institutional reform experiences across three broad categories: partially learned lessons, missed lessons, and upcoming lessons. Each category highlights how governance structures, transaction costs, and institutional design interact in different historical and sectoral contexts (Table 4).

Table 4

Institutional reform lessons: Partially learned, missed, and upcoming.

Types of reforms or changes Lesson type Key insights on governance and transaction costs
Relevance for future policy design
Liberalization in traditional network industries (electricity, gas, rail and others) Partially learned The experience of liberalization showed that vertical separation alone does not ensure competition and market efficiency. Governance structures and transaction costs — particularly those linked to asset specificity and control over essential facilities — were initially underestimated. This led to coordination failures, underinvestment, and delayed competition. Over time, sectorspecific governance was gradually introduced to mitigate these problems The reform experience highlights the need for adaptive, contextspecific governance to manage access to bottleneck facilities. It shows that structural separation must be supported by complementary rules and enforcement tools to prevent new entry barriers and holdup risks. These lessons are directly relevant for platform regulation, where issues like interoperability, data access, and neutrality require similarly robust governance frameworks
Privatization in Russia and other FSU countries Missed Lack of attention to governance structures and transaction costs led to inefficiencies and institutional degradation The reforms experience serves as a cautionary tale of reform failure due to weak institutional foundations
The rise of the digital economy (digital platforms and technologies including AI) Upcoming Regulatory concerns (e.g., selfpreferencing, platform duality, data access, algorithmic opacity) highlight both parallels with past governance failures and the novel complexity of digital platforms and ecosystems Indicates the need for innovation in institutional design and adaptive, possibly new governance models tailored to digital platforms and ecosystems

A structured comparison of these three types of lessons not only enriches our historical understanding but also offers a forward-looking framework for policymakers and regulators. It reminds us that successful reform is not merely about imposing formal rules but about embedding them in governance structures capable of economizing on transaction costs and adapting to institutional complexity. Crucially, as Williamson’s TCE teaches us, the alignment between governance structures and the specific characteristics of transactions determines the effectiveness of reforms — highlighting that one-size-fits-all solutions are unlikely to succeed. This perspective is particularly relevant as we move toward regulating increasingly dynamic and opaque digital ecosystems.

Acknowledgements

We gratefully acknowledge the constructive feedback provided by the anonymous reviewers, whose thoughtful comments helped improve the clarity, rigor, and overall quality of this paper. The study was supported by the HSE University Basic Research Program.

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1 “Contractual single-homing” clauses restrict business users from engaging with rival platforms. Unlike voluntary single-homing driven by network effects, these are binding restrictions aimed at excluding competitors (see Belleflamme and Peitz, 2019).
2 “Exclusionary tie-ups” involve bundling, where access to one product is conditioned on purchasing another, often to foreclose competition in the tied market (see Hovenkamp, 2024).
3 “Anti-steering provisions” is a contractual obligation that does not allow the intermediary to persuade (directly or indirectly) customers to purchase a cheaper alternative instead of the recommended product. It can be potentially anticompetitive if used by a dominant seller (see Sato, 2022; Vezzoso, 2024).
4 “Price parity clauses” or “Most favored nation” (MFN) clauses require sellers to maintain equal or lower prices on the platform compared to other channels. While often framed as preventing free-riding, such clauses may restrict upstream price competition when enforced by dominant intermediaries (see Ezrachi, 2015).
5 On September 5, 2025, the European Commission fined Google €2.95 billion for breaching EU antitrust rules by distorting competition in the advertising technology industry (“adtech”). https://ec.europa.eu/commission/presscorner/detail/en/ip_25_1992
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