This paper aims to analyze how the operation of a public utility commission can be grounded on the concepts derived from new institutional economics. Drawing on the literature of franchise bidding system - also known as Demsetz bidding (1968) - and the critical work of Williamson (1976), this paper look forward to identifying how variables such as (i) limited rationalism, (ii) moral hazard and (iii) transaction costs can affect public decision making to define which governance structure is more suitable to regulate each specific utility. This theoretical analysis points out that the absence of a public utility commissions as proposed by Demsetz, increases the possibilities of moral hazard and uncertainty in environments where market failures and assets specificities are present.