GOVERNANÇA INEFICIENTE: UMA ANÁLISE DAS TRANSAÇÕES NA INDÚSTRIA PETROQUÍMICA BRASILEIRA

Cross-holding (vertical quasi-integration) is often characterized as a major organizational failure in the Brazilian petrochemical industry. This paper aims to identify if there is governance misalignment in three periods: the end of the 1980's and 1990's, and after the founding of Braskem, in 2001. By means of an analysis of the determinants of the governance structure, in accordance with Williamson (1996), we have two main findings. First, vertical quasi-integration was an adequate solution for the transactions problems in the rise of Brazilian petrochemical industry. Given the need for aggregating complementary and non-tradable capabilities of state, domestic firms and multinationals, vertical quasi- integration was the mechanism that safeguarded the return on these capabilities. Moreover the lower level of production volatility during the 1980's made hybrid forms, such as vertical quasi-integration, more likely. However, this governance structure became misaligned during the 1990's because of changes in transaction attributes, particularly volatility and asset specificity. Second, there is some empirical support for path dependence on the organizational choice, as the expected decrease in vertical quasi-integration occurred only when an exogenous event created the opportunity for restructuring. As a consequence, industrial policy should take into account governance design particularly in industries that experienced deep changes in their transactions attributes.