FTC Denies Sheffield’s Petition to Reopen and Set Aside the Exxon-Pioneer Final Order

The Federal Trade Commission denied a request filed by Scott Sheffield, the founder and former CEO of Pioneer Natural Resources, to reopen and set aside a final consent order involving Exxon Mobil Corporation’s acquisition of Pioneer.

Sheffield’s petition to reopen and set aside the final order in its entirety must be denied because Sheffield is not a party to the final order and therefore cannot make use of the petition process, as defined by the FTC’s Rules of Practice, specifically Rule 2.51. 

The FTC’s final consent order, issued in January 2025, prohibits Exxon from nominating, designating, or appointing Sheffield to the Exxon board of directors or from having him serve in an advisory capacity in any way to the Exxon board or Exxon’s management. In addition, the final consent order requires 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 the Exxon board.

The final consent order resolved an FTC complaint alleging that Exxon’s acquisition of Pioneer was anticompetitive due to the proposed appointment of Sheffield to Exxon’s board of directors. The complaint alleged that Sheffield’s appointment would increase the likelihood of anticompetitive coordination and harm crude oil competition, based on allegations regarding Sheffield’s past communications with representatives of the Organization of Petroleum Exporting Countries (OPEC) concerning the output of oil and gas. Sheffield’s appointment to the board might also create an unlawful interlocking directorate, the complaint stated.

While the FTC’s complaint made several references to Sheffield’s alleged conduct, it did not formally charge him with violating the antitrust laws, specifically Section 7 of the Clayton Act or Section 5 of the FTC Act. The order denying the petition states that Sheffield is not a party to the final consent order and thus lacks the requisite standing to file a petition under Rule 2.51. Requests and information from those not subject to an FTC order may be submitted to the Commission for review and consideration, but any action on such requests would be in the Commission’s discretion, and any resulting modification would follow the procedural requirements of Rule 3.72 within the FTC’s Rules of Practice.

While Sheffield cannot make use of the petition process under Rule 2.51, the Commission plans to consider his arguments in support of reopening and vacating the final order under Rule 3.72.

The vote denying the petition to reopen and set aside the order was 3-0.