Today, the Federal Trade Commission (FTC) has reopened and set aside the final consent order regarding Exxon Mobil Corporation's proposed acquisition of Pioneer Natural Resources Company. The original order had prohibited Exxon from involving Scott Sheffield, founder and former CEO of Pioneer, in its board or management activities.
The FTC's complaint from May 2024 alleged that Mr. Sheffield attempted to coordinate oil output levels with other producers, which could lead to an unlawful interlocking directorate if he joined Exxon's board. Chairman Andrew N. Ferguson and Commissioner Melissa Holyoak dissented when this order was initially proposed.
In January 2025, before President Trump's inauguration, the outgoing majority approved the final consent order despite dissent from Ferguson and Holyoak. By March 2025, Mr. Sheffield petitioned for the FTC to reopen and vacate the order, supported by over 3,000 public comments.
Upon review, the FTC found that the complaint did not allege any antitrust law violations under Section 7 of the Clayton Act nor suggest that Exxon's acquisition would be anticompetitive or increase market concentration among oil producers. The complaint also ignored FTC Merger Guidelines and precedent.
Although Mr. Sheffield's petition was denied due to lack of standing, the FTC concluded that maintaining restrictions on his employment would harm its credibility and mission. Thus, vacating the final order is deemed in public interest.
Exxon has agreed to set aside the final order without further process by waiving all rights under rule 3.72(b). The decision was made with a unanimous vote of 3-0, with Commissioner Mark R. Meador issuing a statement.
The Federal Trade Commission continues its work to promote competition while protecting and educating consumers about their rights and how competition benefits them.
