L'integrazione verticale tra pubblico e privato.Una ricostruzione delle società a capitale misto per i servizi pubblici locali secondo le categorie della teoria economica dell’organizzazione

Core assumption of the research is that the joint participation and cooperation of public and private parties in a corporatized entity could be regarded and reconstructed as a hybrid organization within the theoretical model of the Transaction Cost Economics (TCE). The research is inteded to affirm that the IPPP is a hybrid” where the two parties (the public and the private one) combine joint efforts and competing goals. The research reveals the most distinctive legal features, within the Italian Jurisdiction, of this form of “Institutionalized PublicPrivate Partnerships (IPPP)” where the joint participation takes place within a corporatized entity. The TCE Approach to Institutionalised Public-Private Partnerships (IPPP) offers a new perspective on the legal reconstruction of the cooperation between the public entity and the private party. The Corporatized Hybribs organizations provide solutions to manage uncertainty due to contract incompleteness by means of embedded relationships within the corporate governance framework. Due to the long-term functioning, the IPPP must be able to adjust to changes in the economic, legal or tecnological environment and those changes must be assessed and approved in the context of the corporate relationship between the public entity and the Private Partner. The analysis, focused on the Italian legal system, confirms that company law and administrative law do matter and play a key role in the appropriate design of the transaction in order to avoid unbalanced relationship between the Private Partner and the Public Party which acts as Public Authority too (the so called “double alignment problem”).