NextEra Energy’s Proposed Acquisition of Dominion Energy – Virginia State Corporation Commission Regulatory Approval Process

On May 18, 2026, NextEra Energy, Inc. and Dominion Energy, Inc. announced a proposed tax-free, all-stock merger that would combine the two companies into the world’s largest regulated electric utility, with an enterprise value of approximately $420 billion and a market capitalization of approximately $249 billion. 

Under the terms of the agreement, Dominion Energy shareholders will receive 0.8138 shares of NextEra Energy for each share of Dominion Energy held at closing. Upon completion, NextEra Energy shareholders are expected to own approximately 74.5% of the combined company, with Dominion Energy shareholders owning approximately 25.5%. 

The proposed transaction is expected to close in 12 to 18 months, subject to customary closing conditions, including shareholder and regulatory approvals. 

Company leadership has stated that the merger would position the combined entity to “become the go-to partner for large load customers, enabling us to expand and accelerate large load opportunities across our four regulated utilities and across America.”¹

The proposed merger purportedly will address utility-scale assets necessary to serve the rapid growth of AI and data center infrastructure demand. 

This preliminary alert summarizes certain initial legal and regulatory considerations associated with the proposed merger, including the anticipated approval process before the Virginia State Corporation Commission (SCC).

Virginia State Corporation Commission Regulatory Approval

Virginia’s regulated utilities operate under a regulatory compact: utilities receive exclusive service territories in exchange for comprehensive rate and service regulation by the SCC. The SCC maintains broad supervisory authority over public utilities operating within the Commonwealth.

The proposed transaction will require approval from the SCC, along with regulatory review by the North Carolina Utilities Commission, the South Carolina Public Service Commission, the Federal Energy Regulatory Commission, the Nuclear Regulatory Commission, and clearance under the Hart-Scott-Rodino Antitrust Improvements Act, among others.

Virginia Governing Statutory Framework

Under Virginia law, no person may acquire control of a public utility without prior SCC approval. Virginia Code § 56-88.1 defines “control” as the acquisition of 25% or more of voting stock, or the actual exercise of any substantial influence over a utility’s policies and actions. The statute expressly includes mergers and consolidations within the definition of an “acquisition”.²

Procedures for approval are set forth in Virginia Code § 56-90, which requires filing a petition with the SCC. The SCC must act within 60 days after the filing of a completed petition, subject to extension by order for up to an additional 120 days. If the SCC fails to act within the statutory period (as extended), the petition is deemed approved. 

However, a transaction of this magnitude and public interest would typically proceed with public witness testimony, intervenor participation, and an evidentiary hearing.  In determining whether to approve the transaction, the SCC must find that adequate service to the public at just and reasonable rates will not be impaired or jeopardized.³

Additional Considerations

The proceeding before the SCC could attract participation from consumer advocates, large industrial and commercial customers, trade associations, independent power producers (IPPs), and data center stakeholders with significant electricity demand exposure in Virginia. 

Large-load customers, including data center developers and operators, as well as other energy-intensive commercial and industrial users, should closely monitor the upcoming SCC proceeding, as the outcome may affect large-load service arrangements and broader utility service frameworks in Virginia and the wider region.

Looking Ahead

The proposed NextEra – Dominion Energy merger represents a potentially transformational development for Virginia’s energy sector. The SCC proceeding will serve as a forum for reviewing obligations to Virginia ratepayers, including data center customers, and the terms under which those obligations will be carried out. As the regulatory review process advances, additional details regarding transaction conditions, proposed commitments and stakeholder positions are expected to emerge.

¹John W. Ketchum, Chairman, President & Chief Executive Officer, NextEra Energy, Inc., Remarks at the NextEra Energy, Inc. and Dominion Energy, Inc. Merger Call (May 18, 2026) (transcript available at here.
²Va. Code § 56-88 (defining “acquire” or “acquisition”).
³Va. Code § 56-90 (“If and when the Commission, with or without hearing, shall be satisfied that adequate service to the public at just and reasonable rates will not be impaired or jeopardized by granting the prayer of the petition, the Commission shall make such order in the premises as it may deem proper and the circumstances require...”).