In this Law360 article, Ryan Quillian and John Kendrick explore the Federal Trade Commission's consent degree imposing conditions on Exxon's acquisition of Pioneer Natural Resources, and how the commissioners' statements illustrate several points about the current merger enforcement environment: https://okt.to/nNZ19z
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FTC Commissioner Slaughter wants to amend the HSR statute to grant the agencies more time to complete their premerger reviews. Buried in a footnote in her concurring statement on the ExxonMobil/Pioneer settlement, Slaughter asserted that “the merging parties often have outsized control over the timing and timeline of FTC investigations. To ensure that enforcers can adequately and thoroughly investigate potentially unlawful mergers, lawmakers should amend the HSR Act to extend statutory deadlines.” This reflects arguments the Democratic Commissioners made in December, in the FTC’s annual report to Congress. What the FTC needs isn’t more time; it’s more personnel. The premerger filing regime puts a substantial burden – include delay – on thousands of deals every year, the vast majority of which do not present any potential antitrust problem. Just as with the FTC’s (still pending!) revisions to the HSR filing requirements, this request for more time seeks to put a significant burden widely on companies to address a problem that doesn’t affect most of them. Instead, it makes more sense for Congress to add more staff for the Agencies: attorneys, economists, paralegals, and document processing specialist. As the number of filings rise, and with the new HSR filing requirements more information is produced, the answer isn’t to then add more time to the waiting period, but to add more staff to assess that information and figure out if there is a problem or not. #antitrust #antitrustlaw #competitionlaw
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*My comments are my own and do not represent my company. They are from a neutral perspective in regards to any shareholder proposal or proponent* Voting on shareholder proposals gives companies and their boards useful insight about investors' interests. Issuers can ignore them, for better or worse. And they sometimes do. But good corporate governance suggests they pay attention - including as this pertains to the bottom line. Investors who feel heard are loyal. They also understand the business and its risks a) A proposal may be on the proxy but there's no compulsion for shareholders to vote for it. It's a democratic option gained by buying an ownership stake in a company (even if indirect) b) If a proposal is backed by a majority of shareholder votes a company does not have to comply c) Presumably free-market and shareholder-first advocates support the free market of owners sharing their views on a company's approach to its governance. d) A board can oppose proposals in the proxy statement and investors are generally inclined to back management e) There has been a marked increase in shareholder proposals from conservative groups opposing ESG issues in recent years. I've not heard complaints from business groups about that.
“CalPERS cannot stand by and watch other shareholders being silenced.” CEO Marcie Frost announces that CalPERS will vote against ExxonMobil’s board of directors and its CEO for its ongoing lawsuit against two shareholder groups.” #ShareholderRights
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“The FTC is currently blocking at least four mergers and acquisitions in the industry – between Chesapeake Energy and Southwestern Energy, Chevron and Hess Corporation, ExxonMobil and Pioneer Natural Resources Company, and Oxy and CrownRock, L.P. The allegation is that mergers of these American companies would limit competition and hurt consumers. Count me unconvinced. The only unusual aspect of these deals is the lengths the FTC is willing to go to stop them. For an example of the unprecedented nature of this obstruction, Occidental (or “Oxy”) completed an acquisition valued at $57 billion less than four years ago gaining FTC approval about one month after it was announced. The FTC has now delayed Oxy’s deal with Crown Rock, which is less than one-fourth the size of the earlier acquisition, for more than six months. And there appears to be no light at the end of the tunnel.” #energy #energyindustry #oil #oilindustry #oilgas #oilandgas #natgas #naturalgas #energystrong #shale #shaleoil #shalegas #oilprice #opec #wti #brent #commodities #hydrocarbons
To Appease Environmentalists, the FTC Will Cripple U.S. Energy
realclearwire.com
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The ability to file and vote upon shareholder proposals is an important stewardship tool and one that Railpen values highly. We are therefore proud to have signed the recent Investor Statement on Shareholder Rights, making us one of 38 signatories with a combined £4.8 trillion assets under management. The statement seeks to protect shareholder rights in the wake of Exxon taking legal action against their own shareholders for filing a climate resolution. It also formally endorses the Council of Institutional Investors’ position that the Securities and Exchange Commission (SEC) should continue to be the preferred arbiter of shareholder proposals as it is “best placed to lead discussions between companies and investors, including on how to improve the proposal process”. Caroline Escott, Acting Head of Sustainable Ownership, comments: “Exxon’s decision to go outside existing regulatory processes and instead pursue a lawsuit against some of its shareholders is a critical moment in an era when companies continue to test the boundaries of long-established shareholder rights. “We are proud to be part of a group of investors that have decided to speak up in support of what is a vitally important stewardship tool and to highlight the necessity of constructive dialogue, and mutual respect, between companies and their shareholders.” Find out more at https://ow.ly/VGaR50RY8ar #ShareholderRights #InvestorStatement
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Faith-based institutional investors in the US are accusing Exxon Mobil of taking a hostile stance toward shareholders that want the oil and gas giant to make a greater effort to fight climate change. Two of those investors are urging shareholders to vote against the reappointment of CEO Darren Woods as chairman of Exxon’s board, describing a recent lawsuit by the company as an attempt to silence a legitimate and necessary discussion with its investors. Learn more >> https://bit.ly/3vV5YeL #ExxonMobil #corporatestrategy #esg #emissionsreduction #activistinvestors
Faith-Based Investors: Vote Woods Out as Exxon Chair
energyintel.com
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A group of mostly Democratic senators led by Majority Leader Chuck Schumer are urging Federal Trade Commission Chair Lina Khan to closely scrutinize two proposed multibillion-dollar deals in the oil sector for their potential consequences for U.S. consumers. Exxon Mobil Corp. (ticker: XOM) plans to buy Pioneer Natural Resources (PXD) for $60 billion, while Chevron Corp. (CVX) has a $53 billion deal for Hess Corp. (HES). The lawmakers said allowing the deals to move forward would hurt competition, reduce domestic oil supplies, and could raise gasoline prices for consumers. Because Exxon Mobil and Chevron are already the two largest corporate giants in the industry, “any further consolidation could harm American consumers,” the lawmakers wrote in a letter to Khan. The 23 senators who signed the letter said the FTC should examine the anticompetitive harms presented by the mergers and urged Khan to oppose them if the agency finds they violate antitrust law. “This industry is already too concentrated, and Americans are already paying the price,” the senators said. Exxon Mobil said in an email to Barron’s that the two companies combined represent about 5% of U.S. oil production. “For those who seek even greater U.S. energy independence and far lower emissions, this merger represents nothing but upside for our economy and our environment, given that ExxonMobil has the resources to get more out of the ground and do it at vastly improved emissions levels,” the company said. ... #ExxonMobilPioneer #ChevronHess #FTCAntitrust
Senate Democrats Urge FTC to Examine Exxon, Chevron Deals
barrons.com
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Mark Kelly, CEO at MKP Advisors, comments in Reuters article 'Exxon-Hess arbitration panel incomplete, Hess Corporation sale to Chevron stalled'. “The market is hoping that there is a speedy settlement to the arbitration process, but has never understood properly what Exxon is trying to achieve," said Mark Kelly, an analyst with financial firm MKP Advisors. "It is widely believed that Exxon has never communicated this to even Chevron or Hess.” https://lnkd.in/gpT2PveX #InvestmentBanking #EventDriven #Investors #InvestmentManagement
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Senate Democrats call for regulators to investigate ExxonMobil and Chevron's acquisitions of Pioneer and Hess after concerns of violating antitrust laws. I find this interesting with a lot of companies merging together nowadays, such as Endeavor and Diamondback, Patterson-UTI and NexTier, as well as the aforementioned Exxon-Pioneer and Chevron-Hess deals that it has caught the suspicion of members in the senate. There are fears of a legitimate price hike at the gas station, but also fears from a minority who believe that this can strengthen the already huge political presence of big oil. I believe that these mergers and acquisition serve to do what mergers and acquisitions are supposed to do: stimulate growth. #pge301 https://lnkd.in/gZgVJYYJ
Schumer and other Senate Democrats call for a federal probe of huge oil deals by Exxon and Chevron
apnews.com
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Norway's sovereign wealth fund plans to join other like-minded institutional investors and cast a protest vote against the reappointment of an Exxon Mobil board member, citing the importance of protecting shareholder rights. The $1.65 trillion fund was the sixth largest holder of Exxon shares as of Mar. 31, with a stake of 1.23%, and is the biggest investor so far to align itself with institutions that have accused the oil giant of "bullying" two small climate-focused shareholders. Learn more >> https://bit.ly/3X4e0x3 #ExxonMobil #corporatestrategy #climaterisk #esg #activistinvestors #energytransition
Norwegian Wealth Fund Joins Exxon Protest Vote
energyintel.com
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Type of Investors - Part 1 Extremely Risk Averse (Turtle) The turtle, armored with its shell, represents investors who prioritize safety above all. They prefer investments that are low risk, even if it means lower returns, with the motto "Slow and steady wins the race." #investing #riskmanagement #moneymanagement
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