NEWS: Clean Virginia Files Expert Testimony Urging SCC to Reject NextEra’s Takeover of Dominion

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October 16, 2026

Clean Virginia Files Expert Testimony Urging SCC to Reject NextEra’s Takeover of Dominion

Experts Find No Set of Conditions Can Make the Deal Comply With Virginia Law Without Defeating NextEra’s Reasons for Pursuing It

CHARLOTTESVILLE, Va. — Clean Virginia today filed testimony from two expert witnesses urging the State Corporation Commission to reject NextEra Energy’s proposed acquisition of Dominion Energy (Case No. PUR-2026-00112). Scott Hempling, a law professor and former administrative law judge at the Federal Energy Regulatory Commission who has worked on more than 20 utility mergers, and Albert Lin, a utility-finance analyst and former Wall Street equity analyst, both conclude that the deal does not meet the standard Virginia law sets for approval.

Under Virginia Code § 56-90, the Commission may approve the deal only if it is satisfied that “adequate service to the public at just and reasonable rates will not be impaired or jeopardized.” Hempling testifies that the statute “does not grant the Commission discretion to allow some ‘reasonable’ impairment or jeopardy.” Nor can that harm be weighed against the bill credits, charitable contributions, new office tower or other inducements the companies have offered, which Hempling calls “a product not of the transaction but of transaction strategy.”

Hempling describes a deal built around money rather than service, and around shareholders rather than Virginia’s utility customers. Dominion is selling control of a government-granted monopoly for the highest price it could get. NextEra wants the earnings that come from adding new capital projects that Virginia customers pay for. If the deal closes, NextEra would control Dominion Energy Virginia’s operations, budgets, capital spending and dividends, and the Commission would have no jurisdiction over NextEra’s sprawling corporate empire beyond Virginia.

Hempling’s testimony identifies five distinct causes of impairment or jeopardy to adequate service at just and reasonable rates, and Lin’s financial analysis reinforces them:

Dominion and NextEra treated a public franchise as a private asset. Dominion is selling control of its government-granted monopoly to get the highest price for its shareholders, and NextEra is buying it to increase earnings for its own. The companies’ official account of their negotiations shows they never discussed enforceable customer benefits, and both reserved the right to walk away if a more profitable proposal came along. Because Dominion chose its new owner on price rather than performance, the deal shuts out acquirers that might serve Virginians better.
NextEra would take complete control of the utility and refuses to give up control of any of it. That control would reach the utility’s finances, capital spending, management and operations. NextEra has not said who will make which decisions, has not committed to leave any decision to Virginia management, and its references to Virginia-based decision-making are non-binding. Handing that control to a company the Commission does not regulate violates the utility’s own obligation to serve, Hempling testifies.
NextEra’s businesses, current and future, known and unknown, would bring new risks to the utility and its customers. NextEra admits that it has “thousands of individual project entities,” and Dominion Energy Virginia would go from 71.6% of its parent’s revenue to 26.9% if this acquisition were approved. Dominion would be competing with all of NextEra’s subsidiaries for equity and debt financing including NextEra’s higher risk unregulated businesses. Lin shows that NextEra’s unregulated arm accounted for 63.4% of the company’s 2025 capital spending but only 32.0% of its revenue. Between 2026 and 2030, NextEra must refinance $37.2 billion in maturing debt outside its Florida utility, about eight times Dominion’s $4.6 billion. And it will have to do so with its key credit ratio barely above S&P’s downgrade threshold, in a year when borrowing costs for A-rated companies have risen by more than a full percentage point. A downgrade at the parent would raise the utility’s borrowing costs, creating risk that customers would pay those higher costs. NextEra also refuses to limit or submit to review its future acquisitions, so an approval now would amount to approving every acquisition it makes later without regard to the risk it could impose to Virginia customers.
Dominion intends to keep the entire $12.5 billion control premium for its shareholders. NextEra is paying that premium to gain control of a monopoly utility whose value depends in large part on a franchise granted by the Commonwealth and the rates captive Virginia customers are required to pay. Hempling finds “no logic” in allowing Dominion’s shareholders to capture the entire premium when the real value came from customers.
This deal could leave Virginia customers paying higher bills by weakening competition and saddling Virginians with the costs of unneeded infrastructure. NextEra operates both regulated utilities, like Dominion, which recover approved costs through customer rates, as well as competitive energy businesses that sell power in the open market. To grow the profits investors expect, that dual role could give the combined company an incentive to crowd out competitive suppliers serving large data center customers, leaving more of the costs of building power plants and other infrastructure in the utility’s rate base, where captive customers pay for them through their bills. Lin adds that the combined company would be building ahead of demand on a bet on AI-driven growth; if that demand falls short, Virginia customers could be left paying the high bill for costly projects they no longer need.

Hempling also lays out what it would take to make the deal lawful. NextEra would have to cap its current non-utility businesses and agree to get Commission approval before any future acquisitions, set aside equity for the Virginia utility and guarantee its debt, leave all relevant financial and budgetary decisions exclusively to Virginia management and share the control premium with customers. Those requirements would take away what NextEra is paying for: a low-risk utility that makes room on its balance sheet for NextEra’s other higher-risk ventures, and a growing rate base to farm for shareholder profit.

“The only logical way to prevent these risks is to prevent the activities that cause the risks,” Hempling writes. “But preventing all the activities that cause the risks would mean preventing activities that are NextEra’s very reasons for wanting this transaction.” Lin likewise finds that ring-fencing “cannot guarantee parent equity support in times of financial stress,” and recommends that the Commission reject the deal.

Clean Virginia executive director Brennan Gilmore said, “Dominion is asking Virginia regulators to sign off on handing our largest utility to a company whose biggest bets are outside Virginia and outside the Commission’s reach. Our experts looked hard at whether any set of conditions could make that safe for customers, and the answer is no. Any condition strong enough to protect ratepayers would take away the reasons NextEra wants this deal in the first place.”

About the experts

Scott Hempling has worked on utility regulation since 1984 as an attorney, expert witness and adjudicator. He served as an Administrative Law Judge at the Federal Energy Regulatory Commission (2021–2024) and as Executive Director of the National Regulatory Research Institute (2006–2011). He has taught public utility law at Georgetown University Law Center for 15 years and is the author of three books on utility regulation, including Regulating Mergers and Acquisitions of U.S. Electric Utilities: Industry Concentration and Corporate Complication (2020). He has testified before regulators in 20 states and the District of Columbia and before committees of both houses of Congress, has been involved in more than 20 utility merger and acquisition proceedings (including NextEra’s 2015–16 bid for Hawaiian Electric), and previously advised the Virginia SCC on retail competition. He holds a B.A. from Yale University and a J.D. from Georgetown.

Albert Lin is an economic and financial consultant with OG Finance Lab, with more than 35 years in finance and capital markets. He began his career in finance and audit at GTE (the nation’s then-largest regulated utility, now the unregulated company Verizon), preparing analysis for regulatory proceedings. He went on to serve as a sell-side equity analyst and buy-side portfolio manager, co-founded a broker-dealer, and was CEO and Board Chair of EmberClear, which developed IGCC and combined-cycle power plants. He has testified on return on equity, fuel costs and utility finance before commissions in Virginia, North Carolina, South Carolina, Georgia and Utah. He holds bachelor’s degrees in Finance and International Business and an MBA from the University of Texas at Austin.

Clean Virginia’s testimony is available on the SCC docket, Case No. PUR-2026-00112.

Read Scott Hempling’s testimony here.

Read Albert Lin’s testimony here.

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Clean Virginia is a nonprofit advocacy organization dedicated to removing corporate money from Virginia politics and reforming utility regulation to put customers first. Learn more at cleanvirginia.org.