Law Firms Announce Application for an Award of Attorneys’ Fees and Expenses in connection with Lawsuit Pending in the Delaware Court of Chancery captioned Assad v. Hess Corporation, et al., Case No. 2024-0468-NAC (Del. Ch.)

NEW YORK and DELAWARE, Dec. 05, 2025 (GLOBE NEWSWIRE) -- The law firms of Acocelli Law, PLLC, and Long Law, LLC (collectively, the “Firms”), announce their intention to file an application for an award of attorneys’ fees and reimbursement of expenses (the “Fee and Expense Application”) in a lawsuit pending in the Delaware Court of Chancery (the “Court”) captioned Assad v. Hess Corporation, et al., Case No. 2024-0468-NAC (Del. Ch.) (the “Action”). The Firms, who represent the plaintiff in the Action, seek an award of attorneys’ fees and expenses for claimed corporate benefits to stockholders of defendant Hess Corporation (“Hess”) conferred as a result of the litigation of the Action. Defendants in the Action intend to oppose the Fee and Expense Application, which will be determined by the Court after briefing and argument by the parties.

On October 22, 2023, Hess, a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chevron Corporation, a Delaware corporation (“Chevron”) and Yankee Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Chevron (“Merger Subsidiary”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Chevron would acquire all of the outstanding shares of Hess (the “Transaction”).

On April 26, 2024, Hess filed a Definitive Proxy Statement on Schedule DEFM14A (the “Proxy Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the Transaction.   On May 2, 2024, plaintiff George Assad, a stockholder of Hess (“Plaintiff”), filed a complaint in the Action and named as defendants Hess and each director then serving on the Hess board of directors (the “Hess Board”). The complaint alleged, among other things, that the Hess Board violated its fiduciary duties under Delaware law by failing to disclose purportedly material information regarding the Transaction. As relief, the complaint in the Action sought, among other things, an injunction against the Transaction, damages, and an award of attorneys’ and experts’ fees.

Also on May 2, 2024 Plaintiff filed a motion for expedited proceedings and a motion for a preliminary injunction.

Defendants have denied that they committed any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Action, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties.

After the complaint in the Action was filed, and without admitting that the allegations in the complaint had any merit, Hess determined to supplement the Proxy Statement on May 21, 2024, by adding disclosures, which Plaintiff contends address issues raised by the Action (the “Supplemental Disclosures”).

Following the issuance of the Supplemental Disclosures, on May 28, 2024, Hess held a special meeting of its stockholders at which the Transaction was approved.  

On July 18, 2025, Hess and Chevron consummated the Transaction contemplated by the Merger Agreement. At the effective time of the Transaction, in accordance with the Merger Agreement, Merger Subsidiary merged with and into Hess, with Hess continuing as the surviving corporation and a direct, wholly owned subsidiary of Chevron.  

Thereafter, Chevron, as successor-in-interest to Hess, engaged in discussions to resolve Plaintiff’s counsel’s anticipated application for an award of attorney’s fees and expenses in connection with the now moot dispute regarding the issuance of the Supplemental Disclosures (the “Mootness Fee Claim”).

To date, the Mootness Fee Claim has not been resolved. As a result, counsel for Plaintiff has determined to file the Fee and Expense Application in the Action, thereby asking the Court to decide the Mootness Fee Claim. Plaintiff has further determined that the amount sought in connection with the Fee and Expense Application shall not exceed $350,000.00 inclusive of expenses.   Defendants in the Action intend to oppose the Fee and Expense Application and have reserved all rights related thereto. The Court, in exercise of its own judgment, will determine any award in connection with the Fee and Expense Application following briefing and argument from the parties to the Action. Any fee awarded by the Court will be paid by Chevron as successor-in-interest to Hess.

On November 24, 2025, the Court entered an Order Regarding Dismissal of Claims and Schedule for Proceedings on Plaintiff’s Motion for an Award of Attorneys’ Fee and Expenses in the Action (the “Dismissal and Fee Proceedings Order”). Pursuant to the Dismissal and Fee Proceedings Order, the Court dismissed all claims in the Action with prejudice as to the named Plaintiff only, and without prejudice to any other stockholders of Hess. The Court also retained jurisdiction solely to hear and determine the Fee and Expense Application. The Dismissal and Fee Proceedings Order further provides that written submissions by the parties regarding the Fee and Expense Application are to be concluded on or before March 13, 2026, at which time the parties shall contact the Court to schedule a hearing.

Counsel for the Plaintiff is Richard A. Acocelli, and he may be contacted by telephone at (631) 204-6187 and by email at racocelli@acocellilaw.com. Counsel for Defendants is Geoffrey R. Chepiga, and he may be contacted by telephone at (212) 373-3000 and by email at gchepiga@paulweiss.com.

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