We secured a favorable judgment rejecting plaintiff’s petition for expanded access to ExxonMobil’s records

Davis Polk obtained a favorable trial judgment in the Delaware Court of Chancery in a books and records action brought under section 220 of the Delaware General Corporation Law against an affiliate of its client, Exxon Mobil Corporation.

The case arose from a section 220 demand that the plaintiff, a former stockholder of Pioneer Natural Resources Company, served on Pioneer’s board of directors in connection with ExxonMobil’s $60 billion acquisition of Pioneer in May 2024. The plaintiff sought to inspect dozens of categories of Pioneer’s books and records to investigate whether Pioneer’s CEO, Scott Sheffield, had breached his fiduciary duties by withholding from the Pioneer board material information about his negotiations with ExxonMobil. Pioneer debunked the plaintiff’s theory when it produced hundreds of pages of formal board-level materials demonstrating that Mr. Sheffield repeatedly disclosed his interactions with ExxonMobil to the board. Nevertheless, the plaintiff claimed that it was additionally entitled to a production of all email and text messages Mr. Sheffield sent to ExxonMobil’s CEO over nearly a six-month period because, in the plaintiff’s view, the text messages could possibly contain information that Pioneer’s corporate records did not.

On January 16, 2025, Senior Magistrate Selena Molina ruled in ExxonMobil’s favor at trial, finding that Davis Polk proved that the plaintiff had failed to demonstrate that the email and text messages were necessary and essential to the plaintiff’s purported investigation because the plaintiff did not identify any deficiency in the formal materials that Pioneer had produced.  On July 28, 2025, Chancellor Kathaleen St. Jude McCormick rejected the plaintiff’s challenge to the trial outcome. 

The plaintiff appealed the Court of Chancery’s trial decision to the Delaware Supreme Court. The panel of Justices summarily affirmed for all the reasons stated in the trial court’s decision.

The Davis Polk litigation team included partner Andrew Ditchfield and associates Joseph Taglienti and Allie (Allison) Siesser. All members of the Davis Polk team are based in the New York office.

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