Chevron-Hess Merger Faces Exxon’s Right of Refusal Showdown

Chevron’s proposed $53bn acquisition of Hess Corporation hinges on a complex legal dispute over the Right of First Refusal (ROFR) in the joint operating agreement (JOA) governing the Stabroek Block offshore Guyana. ExxonMobil and CNOOC, Hess’s joint venture partners in the Stabroek Block, argue that Chevron’s acquisition constitutes a change of control, triggering their ROFR rights. Chevron and Hess dispute this, claiming the deal is structured as a corporate merger with no direct asset transfer, and thus the ROFR clause is not applicable. The dispute is currently under international arbitration in London, with a ruling expected by Q3 2025.

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