FTC Reverses Course, Drops Restrictions on Exxon-Pioneer Deal Amid Antitrust Doubts

Federal Trade Commission (FTC)

WASHINGTON, D.C. — The Federal Trade Commission announced Thursday that it has set aside its final consent order restricting Exxon Mobil Corporation’s acquisition of Pioneer Natural Resources, citing serious deficiencies in its original complaint and affirming that maintaining the restrictions would not serve the public interest.

The FTC’s original consent order, issued in January 2025, prohibited Exxon from appointing Scott Sheffield — founder and former CEO of Pioneer — to its board or any advisory role. It also barred Exxon from placing other Pioneer employees or directors on its board for five years, with limited exceptions. That order was adopted over the dissent of current FTC Chair Andrew N. Ferguson and Commissioner Melissa Holyoak, both of whom now lead the agency under the Trump administration.

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In its decision to vacate the order, the FTC sharply criticized the initial complaint, which had alleged that Sheffield’s history of communications with other crude oil producers, including OPEC representatives, might facilitate coordination on output levels if he joined Exxon’s board. The complaint also raised concerns about a potential interlocking directorate under antitrust laws. However, the Commission now concludes that the complaint “failed to plead any antitrust law violation under Section 7 of the Clayton Act,” lacked allegations that the acquisition would materially raise market concentration, and ignored longstanding Merger Guidelines.

The agency noted that Exxon had already consented to vacating the final order and waived its procedural rights, allowing the FTC to act without further process. Though Sheffield’s petition to reopen the case was denied on standing grounds in June, the Commission stated that its independent authority under the FTC Act permits revisiting orders “when it is in the public interest.”

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“The Commission cannot justify maintaining an order that lacks legal foundation,” the FTC declared in its statement. “To do so would damage the agency’s credibility and undermine the mission of antitrust enforcement.”

Thursday’s reversal marks a rare and significant retreat for the FTC, signaling a shift in enforcement posture under new leadership and raising questions about the durability of late-term decisions made by prior administrations. The decision follows a public comment period during which the agency received over 3,000 submissions related to the Sheffield petition.

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