Hess Corp.’s planned $53 billion sale to Chevron Corp.—which could close imminently if an arbitration panel rejects a challenge by Exxon Mobil Corp.—was likely engineered to favor CEO John Hess, according to a lawsuit filed Thursday.
A pension fund sued the energy giant for internal files, saying the all-stock deal’s terms and context indicate “Mr. Hess may have been engaged in wrongdoing in connection with the transaction.” The suit—filed under a law giving investors access to corporate records if they cite preliminary self-dealing concerns—offers few details, instead alleging broadly suspicious circumstances.
The filing in Delaware’s Chancery Court comes about a week after reports that an international arbitration panel is preparing to publicly release a decision on Exxon’s claim to a right of first refusal over Hess’ stake in a major Guyanese oilfield, which allegedly reflects as much as 80% of the Chevron deal’s value. The state-owned China National Offshore Oil Corp., the field’s other co-owner, has also asserted refusal rights.
Given the size and significance of the oilfield, that “enthusiastic market interest” is “essentially an expression of interest to acquire Hess outright,” the suit says. “Put plainly, Hess did not bother with a market check.”
Hess didn’t immediately respond to a request for comment Thursday. Chevron, Exxon, and John Hess aren’t named as defendants. The transaction’s closing has been stalled since Exxon initiated the international arbitration in early 2024, about six months after it was announced in October 2023.
The court complaint points to the sale’s “razor-thin” margin of victory at the shareholder ballot, where it won only 51% of the vote, a result “suggesting significant discomfort with the deal.”
Hess investors also rejected a “golden parachute” side deal with John Hess that later drew scrutiny from the Federal Trade Commission, which banned him from serving on the combined company’s board over concerns about private talks he may have had with OPEC representatives, according to the lawsuit. Chevron and Hess are now asking the FTC, which has changed direction under President Donald Trump, to revisit that order.
Regulatory filings “leave significant questions about the process unanswered,” the new suit says. “Most saliently, did Hess receive any indications of interest from or engage with any non-Chevron potential counterparties, or otherwise consider or pursue any strategic alternatives to the transaction? The proxy studiously avoids taking a comprehensive position on these critical questions.”
The fund, the Police & Fire Retirement System, City of Detroit, is represented by Grant & Eisenhofer PA. Hess hasn’t yet made a court appearance.
The case is Police & Fire Ret. Sys., City of Detroit v. Hess Corp., Del. Ch., No. 2025-0793, complaint filed 7/10/25.
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