NEW YORK and WILMINGTON, Del., Feb. 26, 2026 (GLOBE NEWSWIRE) -- The law firms of Acocelli Law, PLLC, and Long Law, LLC (collectively, the “Firms”), announce an agreement to resolve their 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, sought 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 opposed the Fee and Expense Application.
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 (the “Complaint”) 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 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 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, counsel for the parties 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”). The parties’ initial discussions to resolve the Mootness Fee Claim were unsuccessful.
On November 25, 2025, the Court in the Action 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 are to contact the Court to schedule a hearing.
On December 5, 2025, Plaintiff disseminated notice of the Fee and Expenses Application via GlobeNewswire.
On December 19, 2025, Plaintiff filed his Opening Brief in support of the Fee and Expense Application. Thereafter, the parties resumed negotiations regarding the Mootness Fee Claim. Following those negotiations, the parties agreed to resolve the Fee and Expense Application with the amount of $115,000 to be paid to Plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the Fee and Expense Application. The Company denies any and all liability and maintains that the Proxy Statement already contained all material information required for stockholders to cast an informed vote regarding the Transaction prior to the Supplemental Disclosures, and is resolving this claim only to avoid the burden, time, and expense of litigation. The Court has not been asked to review, and will pass no judgment on, the payment of attorneys’ fees and expenses or their reasonableness.
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.
