Action would mark another reversal of a Biden-era decision by Trump team, highlighting divergence in antitrust enforcement.
Under the new leadership of Chairman Andrew N. Ferguson, the Federal Trade Commission intends to modify Biden-era consent orders which restricted board memberships as conditions of approving the ExxonMobil-Pioneer and Chevron-Hess deals. This highlights the contrasting – and expected – approaches to approving big deals in this important industry under the Biden and Trump administrations. (See our previous post in which the Trump administration appears set to reverse a Biden-era decision regarding a merger in the steel industry.)
In each case, former FTC Chair Lina M. Khan’s Commission approved the deals but prohibited the CEOs of the acquired companies, Pioneer Natural Resources and Hess Corporation, from serving on their acquirer’s boards of directors due to allegations of the executives’ anticompetitive conduct.
ExxonMobil-Pioneer
Scott Sheffield, founder and former CEO of Pioneer Natural Resources, was implicated in potential collusion with the Organization of the Petroleum Exporting Countries (OPEC). The FTC raised concerns about his communications with OPEC representatives and his efforts to organize anticompetitive output reductions among U.S. crude oil producers. On Jan. 17, 2025, in the final days of the Biden administration, the FTC imposed conditions on Exxon Mobil Corporation’s acquisition of Pioneer, barring Sheffield from joining ExxonMobil’s board or serving in an advisory capacity. These measures were intended to mitigate the risk of coordination in crude oil markets and to prevent monopolistic practices that could raise gas prices.
The ExxonMobil-Pioneer deal was valued at $59.5 billion in an all-stock transaction. Pioneer shareholders received 2.3234 shares of Exxon Mobil stock for each Pioneer share. Including net debt, the total value of the transaction was $64.5 billion.
Chevron-Hess
John Hess, former CEO of Hess Corporation, was similarly restricted by the FTC because his involvement could have, based on prior conduct, facilitated anticompetitive practices among major players in the industry. The Commission conditioned Chevron’s acquisition of Hess on John Hess’s not serving on Chevron’s board or serving in any advisory capacity.
The Chevron-Hess merger, agreed upon in October 2023, was valued at $53 billion in an all-stock transaction, with Hess shareholders receiving 1.0250 shares of Chevron stock for each Hess share. Including debt, the total enterprise value of the transaction was $60 billion.
Despite FTC and shareholder approval, Reuters reports that the merger has been held up. The deal would win Chevron a crucial stake in Guyana’s Stabroek block, a significant offshore source of oil and gas. The block is being developed by a consortium led by ExxonMobil, with Hess Corporation and China National Offshore Oil Corporation (CNOOC) as partners. Exxon Mobil and CNOOC have challenged the merger in court. A three-judge arbitration panel is due to consider the case in May, Reuters reports.
The Biden administration sought to prevent monopolistic practices in the energy sector and encouraged renewable energy investment, contrasting sharply with the first and current Trump administrations. President Trump opposes regulation and favors the fossil fuels industry, where merger activity increased during his first term. Most notably, Occidental Petroleum purchased Anadarko Petroleum in 2019 for $38 billion, out-bidding Chevron. Anadarko CEO Robert A. Walker did not join Occidental’s board but became a member of the ConocoPhillips board of directors in 2020.
Public comments are due on the FTC’s decisions by May 12, 2025.
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