FTC Reopens and Sets Aside Chevron-Hess Final Order

Today, the Federal Trade Commission reopened and set aside the final consent order involving Chevron Corporation’s proposed acquisition of Hess Corporation. The January 2025 final consent order prohibited Chevron from nominating, designating, or appointing Hess CEO John B. Hess Chevron’s board of directors.

The FTC’s complaint alleged that Mr. Hess made “supportive messaging” to representatives of the Organization of Petroleum Exporting Countries (OPEC) regarding their agenda to stabilize the oil market. The complaint alleged that Mr. Hess’s participation on Chevron’s board would amplify Mr. Hess’s messaging to OPEC and others, increasing the likelihood that Chevron would align its production with OPEC’s output decisions.

When the settlement was published in September 2024, now-Chairman Andrew N. Ferguson and Commissioner Melissa Holyoak dissented. However, 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, Chevron and Hess petitioned the Commission to reopen and modify the final consent order. After a period of public comment and review, the FTC found that the complaint:

• failed to plead any antitrust law violation under Section 7 of the Clayton Act,
• contained no allegations that Chevron’s acquisition of Hess 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 concluded that in light of these deficiencies, maintaining the restrictions on Mr. Hess’s employment would damage the FTC’s credibility and undermine its mission. Granting Chevron’s and Hess’s petition is therefore in the public interest.

The vote approving the petition to reopen and set aside the order was 3-0. Commissioner Mark R. Meador issued a statement.