Pioneer Natural Resources Chairman Scott Sheffield has filed suit against the Federal Trade Commission (FTC), asking a federal court to refuse an FTC prohibition against Sheffield serving Exxon Mobil Corp. in any capacity.

Sheffield sold Pioneer to Exxon Mobil in 2024 for $64.5 billion, including debt.

The FTC issued its “final consent order” Jan. 17, “after the close of business on the final business day of the [Biden] administration,” Sheffield notes in the suit.

The vote was 3-2.

In a dissenting opinion, Commissioner Melissa Holyoak and incoming Chairman Andrew Ferguson wrote that the majority opinion was “one of the most ludicrous theories of harm in [the FTC’s] merger-enforcement history” and demonstrated “indifference toward First Amendment rights.”

In May, the FTC agreed to permit the merger if Exxon Mobil agreed to prohibit Sheffield from having any role in the post-merged company. It also prohibits virtually all Pioneer employees from holding a position on Exxon Mobil’s board.

The FTC decision “violates his constitutional and other legally protected rights,” Sheffield’s private office reported in a Jan. 21 press release.

 Sheffield is asking the court “to enjoin the commissioners of the FTC who concocted this attack on [him] from continuing to misuse their positions against him.”

The FTC alleged in May that Sheffield engaged in conversations with OPEC member countries’ representatives, such as during S&P Global CERAWeek conferences in Houston, which thousands of energy decision-makers attend to engage in conversations.

Further, “the FTC did not have the evidence to support these defamatory assertions,” Sheffield added in his suit.

Also, the FTC noted Sheffield asked the Texas Railroad Commission in 2020 during the oil-price collapse to exercise its authority to cap Texas producers’ oil output. (The pro-rationing authority is a founding purpose of the RRC: to prevent waste of mineral resources.)

Sheffield wrote in his lawsuit that asking for pro-rationing is his First Amendment right and “protected activities cannot be the basis for a law enforcement action.”

The FTC majority “apparently believed [this] would escape legal scrutiny if shrouded in the ‘Consent Order’ process,” he added.

The allegations “only make sense if the commission believed it would never have to defend them.”

Ferguson, who is the new FTC chairman since President Donald Trump was inaugurated Monday, called the FTC decision a “pay-for-peace racket.”

Sheffield wrote to the court, “Having found no viable legal theory to block the acquisition before the clock ran out on its review, the FTC approached [Exxon Mobil] with a deal it could not refuse.”

The deal was to win FTC approval of the merger—but denying a board seat to Sheffield, although that had been part of the merger agreement.

The FTC dealt itself “an excuse to malign [him] in a sham complaint and public statements that would never have to be defended before a neutral fact-finder.”

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Sheffield began his energy career in 1976 and became the founding CEO of Pioneer in 1997.

The suit was filed in U.S. District Court—Northern District of Texas in Fort Worth.

Sheffield is represented by Cleary Gottlieb Steen & Hamilton; McKool Smith; and The Law Office of Jason Nash.

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