FTC reopens, sets aside Exxon-Pioneer final order
The Federal Trade Commission reopened and set aside the final consent order involving Exxon Mobil Corporation's (XOM) proposed acquisition of Pioneer Natural Resources Company (PXD). The FTC's final order prohibited Exxon from nominating, designating, or appointing founder and former Pioneer CEO Scott Sheffield to Exxon's board of directors or from serving in an advisory capacity in any way to the Exxon board or Exxon's management. In addition, the final consent order required that for a period of five years, Exxon shall not nominate, designate, or appoint any Pioneer employee or director, other than certain named individuals, to Exxon's board. The FTC's May 2024 complaint alleged that Mr. Sheffield sought to coordinate oil output levels with other crude oil producers, and that appointment to Exxon's board would give him a larger platform for coordination and create an unlawful interlocking directorate. Now-Chairman Andrew N. Ferguson and Commissioner Melissa Holyoak dissented when the consent order was proposed. In January 2025, just days before President Trump's inauguration, the outgoing majority approved the final consent order, again over the dissent of now-Chairman Ferguson and Commissioner Holyoak. In March 2025, Mr. Sheffield petitioned the FTC to reopen and vacate the order, and the FTC received over 3,000 comments from the public. Upon review of the matter, the FTC found that the complaint: failed to plead any antitrust law violation under Section 7 of the Clayton Act; contained no allegations that Exxon's acquisition of Pioneer would be anticompetitive; did not allege that the acquisition would materially increase market concentration or that it would increase the potential for coordination among oil producers, and; disregarded the FTC's Merger Guidelines and decades of precedent. The FTC denied Mr. Sheffield's petition because he lacked standing. However, the FTC Act authorizes the Commission to modify a prior order when it is in the public interest. In light of the complaint's deficiencies, the FTC concluded that maintaining the restrictions on Mr. Sheffield's employment would damage the FTC's credibility and undermine its mission. Vacating the final order is therefore in the public interest. Exxon has already consented to setting aside the final order and has waived all its rights under rule 3.72(b). Thursday's decision accordingly sets aside the final order without further process. The vote to reopen and set aside the final order was 3-0.
