Staff at the Virginia State Corporation Commission have recommended against approving the proposed merger between Dominion Energy and NextEra Energy as currently structured, finding the companies have not proven the deal meets the legal standard required under state law.
The recommendation, filed in testimony and reported October 19, comes weeks before evidentiary hearings begin in Richmond.
What the merger would do
Dominion Energy and NextEra Energy signed an agreement in May 2026 under which NextEra would acquire Dominion through a two-step holding company merger.
Virginia’s largest utility would continue to operate under its existing name.
Dominion Energy Virginia is the entity that formally initiated Virginia’s review of the merger by seeking State Corporation Commission approval for NextEra’s acquisition of indirect control of the utility through the companies’ proposed holding company merger.
The deal has been described in regulatory filings and news reports as an all-stock trade of the two companies valued at $67 billion that would create the largest regulated utility in the country .
In July 2026, Dominion Energy and NextEra Energy filed for review and approval with FERC, the NRC and the Virginia, North Carolina and South Carolina Commissions .
Key merger commitments outlined in the filing include establishment of Richmond, Virginia, as a dual corporate headquarters alongside Juno Beach, Florida, and continuation of Dominion Energy Virginia’s existing management team.
Staff findings and conditions
Carol Myers, of the Commission’s Division of Utility Accounting and Finance, wrote in the 201-page testimony that the Dominion, NextEra proposal fails to satisfy the Utility Transfers Act . Staff said the two companies have failed to prove the merger would not jeopardize reliable electricity service at reasonable rates, concluding that ” Staff concludes that the Merger as proposed in the Joint Petition should be denied by the Commission .”
Myers wrote that the joint petition, as filed, fails to prove that this merger meets the standard, because “the proposed Merger would expose [Dominion Energy Virginia] to the additional financial and business risks of NextEra’s unregulated, competitive businesses.”
Staff nonetheless signaled openness to an amended deal. Testimony made clear that SCC staff don’t see this as a “persuasive reason to approve the Merger,” only recommending its use because it helps ensure data centers “pay their fair share.”
SCC staff is not closing the door on the merger altogether. If Dominion and NextEra agree to the additional requirements outlined in the testimony, staff said it would not oppose approval of the merger. Those requirements include an independent Dominion Energy Virginia board of directors, restrictions on dividends and a requirement to maintain current Virginia employee levels for 10 years .
Gov. Abigail Spanberger’s administration and other intervenors went further, outlining a list of requirements. Through testimony by a policy consultant, Spanberger and Chief Energy Officer Josephus Allmond outlined must-haves for the deal, saying the SCC should reject the merger unless 10 specific commitments were “substantially addressed or alternative solutions are identified” on ratepayer protections and clean-energy commitments.
Opposition has also centered on financial exposure tied to NextEra’s broader business. Critics of the merger have said that Virginia ratepayers would be exposed to risks from NextEra’s investment in other states, and Richmond, where Dominion is headquartered, voted to intervene in the case.
Companies respond with revised terms
In September, Dominion and NextEra filed additional commitments that included extending proposed residential bill credits from two years to four years, five-year employment protections for certain Virginia workers, and a commitment involving a new office tower in downtown Richmond .
NextEra has publicly framed the transaction as a corporate restructuring rather than a sale of the state’s utility. Dominion and NextEra also said Dominion Energy Virginia would remain locally led in Virginia, separately [regulated], and that NextEra would maintain Dominion Energy’s employee head count in Virginia for at least five years .
In the wake of the staff testimony, company representatives have continued to defend the deal. In a statement, Dominion and NextEra reiterated their pitch that the merger presents a “generational investment.”
What happens next
The commission has scheduled an extensive public comment process ahead of the formal hearing.
Additional opportunities for public witnesses in this case will be held by telephone on November 5, 9 and 10 and in person on November 5 at the SCC building in Richmond. An evidentiary hearing is scheduled to begin November 17 at the SCC building in Richmond.
A three-member panel of commissioners will ultimately decide whether the deal can proceed and under what conditions.
The case is unfolding against a backdrop of rising scrutiny over utility cost allocation nationally, as regulators in multiple states weigh how much of rising infrastructure and data center demand costs should fall on residential customers.
That issue has also shaped recent fights over data center cost exposure and utility battery and grid investment plans such as Dominion’s own storage proposal in the state.
If the merger closes, it is expected to do so in the second half of 2027, contingent upon receipt of regulatory approvals and the satisfaction of other closing conditions , including from the North Carolina Utilities Commission, the Public Service Commission of South Carolina and the Federal Energy Regulatory Commission.
