In recent years regulatory mechanisms and arrangements for public service organisations have become increasingly complex. In this paper we develop a theoretical framework that emphasises the potential importance of the following regulatory problems: regulatee resistance, ritualistic compliance, regulatory capture, performance ambiguity, and absence of performance data. This framework is applied to arrangements for the regulation of direct labour and direct service organisations in Scotland and Wales prior to the 'Best Value' regime. The results support the practical relevance of the analytical framework. Furthermore, whereas conventional perspectives suggest that the source of regulatory problems is the behaviour of regulates, our evidence shows that the behaviour of regulators can also lead to regulatory failure; for example, through ritualistic compliance with procedures. The evidence also reveals a previously unidentified problem concerning a 'fear of regulation' on the part of regulators.