QUEBRAS CONTRATUAIS EM EMPRESAS PRIVADAS: UMA REVISÃO BIBLIOGRÁFICA À LUZ DA NOVA ECONOMIA INSTITUCIONAL E DA ECONOMIA DOS CUSTOS DE TRANSAÇÃO

Abstract

This paper analyses contract breaches in private companies in light of the New Institutional Economics (NIE) and Transaction Cost Economics (TCE). The research problem investigates whether contract breaches depend on the misalignment between transactional attributes – especially asset specificity, uncertainty, and frequency – and the governance structures adopted. The hypothesis is that breaches largely result from this misalignment, increasing the risk of hold-up and opportunistic renegotiations. The objective of this work is to analyse contract breaches in private companies based on a literature review focusing on NIE and TCE, understanding them as a result of misalignments between transactional attributes and governances’ structures, as well as identifying strategies for their mitigation and prevention. The specific objectives involve presenting the fundamentals of NEI (with emphasis on North), detailing the assumptions of ECT (Williamson), analysing the anatomy of asset specificity and governance structures (market, hierarchical, and hybrid), and synthesizing practical implications for private companies. Methodologically, this is a bibliographic and documentary research, with critical theoretical review and qualitative analysis of evidence and illustrative cases. The results demonstrate that discriminant governance alignment significantly reduces transaction costs and the risk of failures. It is concluded that strategies such as vertical integration and relational contracts with safeguards are essential for organizational efficiency in environments of institutional uncertainty.