--- title: "BlackRock's passive-ownership defense won at FERC and survived a Texas court in the same week" description: "A Texas judge let the coal-price antitrust case survive against BlackRock and State Street, and five days later FERC approved MARA's $1.512 billion gas plant buy over a BlackRock/Vanguard challenge. The same passive-ownership theory now heads to the $33.4 billion AES take-private." publisher: "The Inference" section: "Policy & Labor" published: 2026-11-06T19:10:15.097Z modified: 2026-11-06T19:10:15.097Z canonical: https://theinference.org/article/blackrock-s-passive-ownership-defense-won-at-ferc-and-survived-a-texas-court-in-the-same-week language: en keywords: "BlackRock, FERC, Antitrust, Passive Investing, Energy, AES" --- # BlackRock's passive-ownership defense won at FERC and survived a Texas court in the same week > A Texas judge let the coal-price antitrust case survive against BlackRock and State Street, and five days later FERC approved MARA's $1.512 billion gas plant buy over a BlackRock/Vanguard challenge. The same passive-ownership theory now heads to the $33.4 billion AES take-private. Two rulings in six days tested the same idea, and it split. In Texas federal court on October 30, US District Judge Jeremy Kernodle ruled that Iowa and Nebraska [can pursue antitrust claims on behalf of electricity buyers](https://www.mlex.com/mlex/antitrust/articles/2544833/blackrock-state-street-must-face-trimmed-us-state-antitrust-claims-in-coal-suit) who say [BlackRock](https://theinference.org/markets/companies/blackrock) and [State Street](https://theinference.org/markets/companies/state-street) used their stakes in coal companies to push miners to cut output, raising coal prices and power bills [1]. He trimmed the case, dismissing Clayton Act damages claims for coal buyers and indirect-purchaser claims from other states [1]. Then on November 5, the Federal Energy Regulatory Commission, the agency that clears energy mergers, [approved bitcoin miner MARA Holdings' $1.512 billion purchase of the Long Ridge natural gas plant](https://coincamps.ai/flash/e375584) in Ohio, rejecting a challenge from its independent Market Monitoring Unit, the internal watchdog that flags market-power risks, built on BlackRock and Vanguard's ownership [2][3]. ## FERC's approval is the template BlackRock wanted Docket EC26-92 matters for the AES review because of what FERC refused to demand: it declined to condition approval on keeping the plant's output in the PJM grid, the regional transmission operator serving the mid-Atlantic and Midwest and the fence consumer advocates keep asking for [2][3]. That is the direct precedent for [BlackRock's pending AES deal](https://theinference.org/article/blackrock-s-33-4-billion-aes-buyout-turns-on-one-question-can-20-percent-money-run-a-10-percent-utility), where the same request is on the table. Matthew Sigel, head of digital asset research at asset manager VanEck, argued in a post on X that the Market Monitoring Unit's BlackRock/Vanguard objection did not hold up [4], commentary from a firm with no position in the ruling. MARA pays roughly 10.5 times about $144 million in annualized adjusted EBITDA, against the 7x multiple recent PJM gas transactions have fetched [2][3]. It retains $900 million of Long Ridge debt, pays $610 million in cash covered by a bitcoin-backed loan, and faces a November 30 outside closing date [2][3]. *Chart: **MARA pays a premium to PJM comps for Long Ridge** Bars showing Long Ridge enterprise value of $1.512 billion, the roughly $1.0 billion implied by recent PJM gas transactions at 7x EBITDA, and the roughly $0.5 billion premium MARA pays for land, gas wells, rail and expansion options.* *Enterprise value and implied plant value in millions of US dollars; comps multiple of 7x applied to $144M adjusted EBITDA per VanEck analysis. Premium bar is derived arithmetic, marked as an estimate. Sources: [2][3]. [2][3]* ## The coal case keeps the pressure on anyway The Justice Department and FTC backed the states' arguments in 2025, saying passive-investor protections do not shield using stakes in rival firms to cut industrywide output [5]. Vanguard already [paid $29.5 million in a 13-state settlement in February](https://www.yahoo.com/news/politics/articles/democratic-wins-raise-questions-states-203600668.html), denying wrongdoing while accepting limits on shaping portfolio companies' plans [5]. A midterm wrinkle: Democrats won the Texas and Iowa attorney general seats, so new lawyers now own the lawsuit [5]. The verdict that decides BlackRock's grid strategy is [the Global Infrastructure Partners-led $33.4 billion take-private of utility AES](https://theinference.org/article/aes-s-33-4-billion-take-private-at-15-clears-europe-and-chile-ferc-decides-the-rest), pending at FERC with an expected close in late 2026 or early 2027 [6]. Lawmakers including Senator Elizabeth Warren [asked Chairman Laura Swett on September 28 to reject it](https://www.usnews.com/news/politics/articles/2026-09-29/exclusive-us-lawmakers-including-sen-warren-push-energy-regulators-to-reject-acquisition-of-power-company-aes), citing GIP's 15% to 20% return targets and cross-subsidization risk between utility ratepayers and data centers; AES says no deal costs will reach ratepayers [6]. Watch the AES order for a PJM-output condition: if FERC clears AES clean, the passive-defense template holds, and the states' Texas case is where the theory goes next. ## Takeaway FERC approved MARA's $1.512 billion Long Ridge buy with no PJM-output condition, the precedent BlackRock wants for the $33.4 billion AES take-private, but a Texas judge let the coal-price antitrust case against BlackRock and State Street survive, so the passive-ownership fight now runs on two tracks. ## Sources 1. [MLex, BlackRock, State Street must face trimmed US state antitrust claims in coal suit, 30 October 2026](https://www.mlex.com/mlex/antitrust/articles/2544833/blackrock-state-street-must-face-trimmed-us-state-antitrust-claims-in-coal-suit) 2. [Coincamps, FERC approves miner MARA's acquisition of Long Ridge natural gas power plant, 5 November 2026](https://coincamps.ai/flash/e375584) 3. [TokenPost, FERC Approves MARA's $1.5 Billion Ohio Gas Plant Acquisition, 6 November 2026](https://www.tokenpost.com/news/business/49756) 4. [Matthew Sigel (@matthew_sigel) on X, 5 November 2026](https://x.com/matthew_sigel/status/2118156500241957234) 5. [The Center Square via Yahoo News, Democratic wins raise questions for states' coal lawsuit, 4 November 2026](https://www.yahoo.com/news/politics/articles/democratic-wins-raise-questions-states-203600668.html) 6. [Reuters via US News & World Report, US lawmakers including Sen. Warren push energy regulators to reject acquisition of power company AES, 29 September 2026](https://www.usnews.com/news/politics/articles/2026-09-29/exclusive-us-lawmakers-including-sen-warren-push-energy-regulators-to-reject-acquisition-of-power-company-aes) --- BlackRock's passive-ownership defense won at FERC and survived a Texas court in the same week — The Inference. Canonical: https://theinference.org/article/blackrock-s-passive-ownership-defense-won-at-ferc-and-survived-a-texas-court-in-the-same-week