SEC v. Anne Pramaggiore, No. 1:23-cv-14252, Northern District of Illinois (Sept. 28, 2023) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,

                         Plaintiff,

)
)
)
)
)

                                       v. )   No. 1:23-cv-14252
 )
ANNE PRAMAGGIORE,

                         Defendant.
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)
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  JURY DEMANDED
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_______________________________________ )
COMPLAINT
  Plaintiff United States Securities and Exchange Commission alleges:
1. While defendant Anne Pramaggiore was Commonwealth Edison
Company’s CEO, and la ter as Exelon Utilities’ CEO, she participated in a
fraudulent scheme to corruptly influence Michael Madigan, who at the time
was the powerful, long-serving Speaker of the Illinois House of Representatives.
Under her watch and with her active participation, ComEd and its parent,
Exelon Corporation, showered Madigan confederates with over a million
dollars in payments. The goal was to ingratiate the Exelon organization to
Madigan so he would do its political bidding in Springfield. The   payments were
supposedly for services rendered. But Pramaggiore knew those payments
bought ComEd and Exelon one thing and one thing alone: Clout. Not legal,
lobbying, or consulting services.

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2. Pramaggiore concealed this scheme and th ose bribes from
Exelon’s investors; from ComEd’s and Exelon’s auditor; and from the
companies’ books, records and internal controls. The SEC brings this action to
hold her accountable for her violations of the federal securities laws.
JURISDICTION AND VENUE
3. The SEC brings this action pursuant to Section 20(b) of the
Securities Act of 1933 (“Securities Act”) [15 U.S.C. §77t(b)] and Sections 21(d)
and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§§78u(d) and 78u(e)].
4. This Court has jurisdiction over this action pursuant to Section 22
of the Securities Act [15 U.S.C. § 77v], Section 27 of the Exchange Act [15
U.S.C. § 78aa], and 28 U.S.C. § 1331.
5. Venue is proper in this Court pursuant to Section 27 of the
Exchange Act [15 U.S.C. § 78aa]. Acts, practices and courses of business
constituting violations alleged herein have occurred within the jurisdiction of
the United States District Court for the Northern District of Illinois and
elsewhere.
6. Defendant directly and indirectly made use of the means and
instrumentalities of interstate commerce and of the mails in connection with the
acts, practices and courses of business alleged herein, and will continue to do so
unless enjoined.

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DEFENDANT
7. Defendant Anne Pramaggiore, age 65, is a resident of Barrington,
Illinois. From about March 2012 to May 2018 she   served as the chief executive
officer of Commonwealth Edison Company (“ComEd”)  . From June 2018 until
October 15, 2019, Pramaggiore served as CEO for Exelon Utilities, an
unincorporated division within Exelon Corporation (“Exelon”) that oversaw
ComEd’s operations and provided governance and oversight over Exelon’s
regulated electric and gas utilities. She was recently convicted of conspiracy,
bribery and record falsification.
OTHER PARTIES
8. Exelon Corporation, a Pennsylvania corporation headquartered
in Chicago, Illinois, is a utility services holding company that trades on the
NASDAQ Stock Market under the symbol “EXC.” For the year ended
December 31, 2022, Exelon reported revenues of $19 billion, operating income
of $3.3 billion, and net income of nearly $2.2 billion.
9. Commonwealth Edison Company, an Illinois corporation
headquartered in Chicago, Illinois, is a subsidiary of Exelon. Exelon owns 99%
of ComEd. ComEd has common stock purchase warrants registered pursuant
to Section 12(g) of the Exchange Act. ComEd also files separate audited
financial statements with the Commission because it offers and sells debt
securities under the Securities Act. ComEd’s audited financial statements are
consolidated into Exelon’s financial statements.

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FACTS
10. ComEd is the largest utility company in Illinois. It employs about
6,000 individuals. ComEd provides electricity to 70% of Illinois’s population.
As a public utility ComEd is heavily regulated by the State of Illinois. The
Illinois General Assembly—consisting of the Illinois House of Representatives
and the Illinois Senate—routinely considers legislation that affects ComEd’s
operations, rates and profitability.
Michael Madigan
11. For all but two years from 1983 until 20  21   Michael Madigan
served as the powerful Speaker of the Illinois House of Representatives. He’s
the longest serving Speaker in Illinois history. As Speaker, Madigan exercised
total control over which bills came to the floor of the Illinois House for a vote.
So as a practical matter he largely controlled which bills became law in Illinois.
12. ComEd had a firsthand appreciation of Madigan’s influence and
power. In the early 2000s Madigan had successfully thwarted several legislative
initiatives championed by ComEd. In the wake of such setbacks ComEd made
a concerted and well-funded effort to improve its relationship with the powerful
legislator. Starting in about 2011 ComEd began hiring a bevy of  Madigan allies
and confidants to serve as its lawyers and lobbyists. To be clear, ComEd wasn’t
in the market for additional legal or consulting services. ComEd was instead
paying for Madigan’s gratitude.

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The Law Firm
13. In   about 2011 ComEd hired a law firm linked to Madigan (“Law
Firm”)  . By early 2016 ComEd’s contract with the law firm was up for renewal.
ComEd’s legal department was not inclined to renew the contract.
14. The Law Firm learned of this development and reached out to
Michael McClain for help. McClain was among ComEd’s stable of outside
lobbyists with close ties to Madigan. McClain quickly escalated the issue all the
way up to Pramaggiore.
15. In a January 2016 email McClain wrote to defendant: “I am sure
you know how valuable [a partner in the Law Firm] is to our Friend.”   By “our
Friend”   McClain meant Speaker Madigan. McClain warned Pramaggiore how
events would unfold if ComEd made good on its plan to reduce the Law Firm’s
hours:
I know the drill and so do you. If you do not get involve[d] and
resolve this issue of 850 hours for his law firm per year then he
will go to our Friend. Our Friend will call me and then I will call
you. Is this a drill we must go through?
16. Pramaggiore got the message. She responded succinctly:
 “Sorry. No one informed me. I am on this.”
17. True to her word Pramaggiore ensured that the Law Firm’s
contract with ComEd was renewed.

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Pramaggiore’s Misleading
Statements   to Investors About FEJA
18. Since 2011 ComEd had spent billions of dollars to improve its
distribution system. It paid for such improvements by availing itself of a
performance-based rates formula that set ComEd’s charges to its customers.
That formula was set to expire by 2019. ComEd wanted the Illinois General
Assembly to pass legislation, called the “Future Energy Jobs Act” or “FEJA,”
to extend that rates formula beyond 2019.   The reasonably foreseeable
anticipated benefits to ComEd flowing from FEJA’s passage exceeded
$150,000,000.
19. ComEd’s plan to pass FEJA was simple:   Banking on Madigan’s
support by capitalizing on its steady stream of bribes to his associates.
20. But that’s not what Pramaggiore told the investing public. Rather,
during an October 26, 2016 Exelon earnings call, she said that ComEd’s
legislative strategy was to develop a coalition of supporters:
This is Anne Pramaggiore. We are — I think what we are seeing
right now is that there is a bit of an opening of a door. The
legislature has a temporary budget in place and Chicago Public
School funding is behind them and so I think we see an
opportunity in the veto session. We also think there is a lot of work
to be done to get there. We have pulled together a coalition to come in
with an agreed bill as much as possible and we are in the process of
putting that together now. But we do think there is the potential that
this would be entertained in the veto session.
(emphasis added).

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21. A month later, on November 30, 2016, ComEd issued a press
release about FEJA. In a quote attributed to Pramaggiore she repeated her
claim that ComEd’s plan to pass FEJA was to build a broad-based coalition:
We have worked with many stakeholders including consumer
advocates, environmentalists, community leaders, among others, to
ensure this bill has the best outcome for customers, our economy
and our environment and the communities we serve. We appreciate
the strong bipartisan support of members of the General Assembly,
the four caucus’ professional staff, the labor unions, members of the
Clean Jobs Coalition and other stakeholders who have helped us
shape this comprehensive energy package that will bring tremendous
value to our state and our customers.
22. Pramaggiore’s statements to investors concealed ComEd’s bribery
scheme to advance its legislative interests. Pramaggiore’s and ComEd’s plan for
passing FEJA was to corruptly influence and reward Madigan. Pramaggiore
hid that scheme from Exelon’s investors. Such a scheme posed a risk of
ComEd’s exposure to criminal and civil liability. It also cast doubt on the
integrity and effectiveness of ComEd’s management. Any reasonable investor
would have thus considered the information material.
23. As a result of Pramaggiore’s misconduct, including her
misstatements and omissions, she received a $100,000 bonus to reward her
efforts to pass FEJA.
24. Around the time that Pramaggiore made these misleading
statements, Exelon sold 446,000 shares for its long-term incentive plan and
31  8,000 shares for its employee stock purchase plan.

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The Alderman &
The Political Consulting Firm
25. In December 2016, the Illinois General Assembly passed FEJA,
which provided ComEd with hundreds of millions of dollars in subsidies and
other benefits  .
26. In the wake of its FEJA victory ComEd went to great lengths to
stay in Madigan’s good graces. In May 2018 Madigan through an intermediary
asked Pramaggiore to have ComEd hire one of his political allies, who was
retiring from the Chicago City Council (“Alderman”)  , for $5,000 a month.
27. Pramaggiore made that happen. And she let    Madigan share the
good news with the Alderman.
28. Here’s how Pramaggiore facilitated ComEd’s payments to the
Alderman: ComEd already had the political consulting firm of Jay Doherty
(“Doherty”)   on a monthly retainer. Doherty was another Madigan crony
ComEd hired to curry favor with Madigan. ComEd asked Doherty to pay the
Alderman $5  ,000 a month. ComEd, in turn, agreed to pay Doherty an
additional $5,000 a month. To justify the increase ComEd pretended to assign
Doherty additional responsibilities, specifically an “expanded role with the
Cook County Board president’s office and Cook County Commissioners and
Department Heads.”

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29. That wasn’t true. The truth was that the $5000 monthly payments
were earmarked specifically and solely for the Alderman. Predictably, the
Alderman performed little if any work for ComEd in return for such payments.
30. Using Doherty as a buffer allowed Pramaggiore to conceal the
payments to Madigan cronies such as the Alderman by bypassing ComEd’s
vendor payment system. Skirting this ComEd internal control, in turn, allowed
her to feign ignorance of the bribes, and to disclaim responsibility for overseeing
Madigan’s associates.
31. In January 2017 and January 2018 Pramaggiore signed false and
misleading internal ComEd documents to renew Doherty’s contract. She
submitted “s  ingle source justification” or “SSJ”   forms to the relevant Exelon
subsidiary. In such forms ComEd required a written justification why it was
retaining the vendor in a non-competitive manner. ComEd required one of its
executives to approve any such request.
32. Pramaggiore did so for Doherty. In those forms she claimed that
ComEd’s large payments to him—without a competitive bidding process—were
necessary given his “unique insight & perspective to promote ComEd and its
business matters to further develop, execute and manage its Government
Relations presence,”   and his “specific knowledge that cannot be sourced from
another consultant/supplier.”
33. That wasn’t true. The money was simply a bundled br  ibe to
Madigan’s associates.

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Pramaggiore Misleads Exelon’s Auditors
34. Pramaggiore signed management representation letters directed to
Exelon’s and ComEd’s auditors that stated:
There have been no material violations or possible viola tions
whose effects should be considered for disclosure in the financial
statements or as a basis for recording a loss contingency, that
have not been disclosed in the financial statements.
35. Such representations by Pramaggiore to the auditor were
misleading, if not false, since she failed to disclose the ongoing bribery scheme
that should have been considered for disclosure in the financial statements
under Management’s Discussion and Analysis as required by Item 303 of
Regulation S-K of the Securities Act (“MD&A Item 303”).
Pramaggiore’s Conviction
36. On May 2, 2023, a federal jury of the Northern District of Illinois
found Pramaggiore guilty of conspiring to influence and reward the former
Speaker of the Illinois House of Representatives in order to pass FEJA, along
with multiple bribery and record falsification charges, including violating
Section 13(b)(5) of the Exchange Act.

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COUNT I
Violations of Section 17(a)(2) of the Securities Act
37. Paragraphs 1 through 36 are realleged and incorporated by
reference as though fully set forth herein.
38. By engaging in the conduct described above, defendant Anne
Pramaggiore, in the offer and sale of securities, by the use of the means and
instruments of transportation or communication in interstate commerce or by
use of the mails, directly or indirectly, has (a) employed devices, schemes and
arti   fices to defraud; (b) obtained money and property by means of untrue
statements of material fact and by omitting to state material facts ne  cessary to
make the statements made, in light of the circumstances under which they were
made, not misleading; and (c) engaged in transactions, practices, and courses of
business which operated or would operate as a fraud or deceit upon the
purchasers of such securities.
39. Defendant acted knowingly, or with extreme recklessness, in
engaging in the fraudulent conduct described above.
40. Defendant also acted negligently in engaging in the conduct
described above.
41. By engaging in the conduct described above,   defendant violated
Sections 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].

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COUNT II
Violations of Section 10(b) of the Exchange Act,
and Exchange Act Rule 10b-5
42. Paragraphs 1 through 36   are realleged and incorporated by
reference.
43. Defendant Anne Pramaggiore, in connection with the purchase
and sale of securities, by the use of the means and instrumentalities of interstate
commerce and by the use of the mails, directly and indirectly: used and
employed devices, schemes and artifices to defraud; made untrue statements of
material fact and omitted to state material facts necessary in order to make the
statements made, in light of the circumstances under which they were made,
not misleading; and engaged in acts, practices and courses of business which
operated or would have operated as a fraud and deceit upon purchasers and
sellers and prospective purchasers and sellers of securities.
44. Defendant knew, or was reckless in not knowing, of the facts
described in paragraphs 1 through   36   above.
45. By reason of the foregoing, defendant violated Section 10(b) of the
Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5   thereunder [17 C.F.R.
240.10b  -5].

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COUNT III
Aiding and Abetting Exelon’s and ComEd’s   Violations of
Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act
46. Paragraphs 1 through 36   are realleged and incorporated by
reference.
47. Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §
78m(b)(2)(A)] requires issuers to make and keep books, records and accounts
which, in reasonable detail, accurately and fairly reflect the issuer’s transactions
and dispositions of assets.
48. Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. §
78m(b)(2)(B)] requires those issuers to devise and maintain a system of internal
accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed per management’s    general or specific
authorization; (ii) transactions are recorded as necessary to permit the
preparation of financial statements in accordance with generally accepted
accounting principles (“GAAP”)   and to maintain the accountability of assets;
and (iii) access to assets is permitted only in accordance with management’s
general or specific authorization.
49. By engaging in the conduct described above, ComEd violated
Section 13(b)(2)(A) of the Exchange Act by failing to make and keep records,
which, in reasonable detail, accurately and fairly reflect the bribery scheme.

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50. Contrary to Exelon’s code of business conduct, no waiver was
requested or obtained from the corporate general counsel, the board of
directors, or a board committee. Thus, required records were not created or
maintained. Further, given that ComEd’s audited financial statements are
consolidated into those of Exelon, ComEd’s failure to reflect the bribery scheme
in its books and records also caused Exelon’s books and records to be
inaccurate. Exelon thereby also violated Section 13(b)(2)(A) of the Exchange
Act.
51. Exelon and ComEd also violated Section 13(b)(2)(B) by failing to
devise and maintain a system of internal accounting controls sufficient to
provide reasonable assurances that assets are used, transactions are recorded as
necessary to prepare financial statements in accordance with GAAP, and
transactions are executed only in accordance with management’s general or
specific authorization, including in a manner consistent with Exelon’s policies.
52. In particular, Exelon had insufficient internal accounting controls
in place to prevent ComEd from arranging for Madigan associates to obtain
jobs, vendor subcontracts and monetary payments to corruptly influence and
reward Madigan for his assistance with respect to legislation affecting ComEd’s
business.
53. Defendant Anne Pramaggiore provided substantial assistance to
ComEd’s and Exelon’s aforementioned violations through her participation in
the bribery scheme. She knowingly or recklessly provided substantial assistance

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to ComEd and Exelon by knowingly or recklessly coordinating payments to
Madigan’s associates with McClain, and by approving those payments.
Further, she knowingly or recklessly sought to circumvent ComEd’s internal
accounting controls and falsified records to disguise such   payments. Thus,
Pramaggiore is liable for aiding and abetting violations committed by ComEd
and Exelon.
54. By reason of the foregoing, Pramaggiore aided and abetted the
violations described above and pursuant to Section 20(e) of the Exchange Act
[15 U.S.C. § 78t(e)], is    liable for such violations.
COUNT IV
Violation of Rule 13a-14   of the Exchange Act
55. Paragraphs 1   through 36   are realleged and incorporated by
reference.
56. As ComEd’s CEO, Pramaggiore signed false and materially
misleading certifications pursuant to Section 302 of the Sarbanes-Oxley Act [15
U.S.C. § 7241  ] (“Section 302”)  . ComEd and Exelon attached those
certifications to their quarterly and annual reports, which the companies filed
between October 2016 and May 2018.
57. In signing these certifications, Pramaggiore made the following
representation:

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The regist   rant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit
committee of the regist rant’s board of directors...[a]ny fraud,
whether or not material, that involves management or other
employees who have significant role in the registrant’s internal
control over financial reporting.
58. Rule 13a-14 requires that each principal executive officer certify
the disclosures in those reports. As discussed above, these statements were false,
as Pramaggiore knew given her knowledge of the fraudulent scheme and her
role in Exelon’s internal control over financial reporting.
59. By engaging in the acts and conduct all eged here, Pramaggiore
filed or caused to be filed financial statements that contained untrue statements
of material fact, or failed to include, along with the information required to be
stated in such certification, such further material information as was necessary
to make the required statements, given the circumstances under which they
were made, not misleading, or failed to disclose any information required to be
disclosed therein.
60. By reason of the foregoing, defendant violated Rule 13a-14   of the
Exchange Act [17 C.F.R. § 240.13a-14].

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COUNT V
Violation of Section 13(b)(5) of the Exchange Act
and Rule 13b2-1 Thereunder
61. Paragraphs 1 through 36   are realleged and incorporated by
reference.
62. Rule 13b2-1   of the Exchange Act prohibits any individual from
directl   y or indirectly falsifying or causing to be falsified any book, record or
account subject to Exchange Act Section 13(b)(2)(A) [15 U.S.C. §
78m(b)(2)(A)]. Section 13(b)(5) of the Exchange Act also prohibits any
individual from knowingly circumventing or failing to implement a system of
internal accounting controls or knowingly falsifying any book, record or
account required to be made and kept by Section 13(b)(2).
63. Pramaggiore knowingly falsified the single source justification
documents for the purpose concealing the truth about ComEd’s payments to
Doherty and circumventing Exelon’s internal accounting controls.
64. By reason of the foregoing, defendant violated Section 13(b)(5) of
the Exchange Act [15 U.S.C. § 78m(b)(5)] and Rule 13b2-1 [17 C.F.R. §
240.13b2  -1]   thereunder.

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COUNT VI
Violation of Exchange Act Rule 13b2-2(a)
65. Paragraphs 1 through 36   are realleged and incorporated by
reference.
66. Rule 13b2-2(a) provides that no “director” or “officer” of an issuer
shall, among other things, make material misrepresentations to an accountant
in connection with an audit, review or examination.
67. In management representation letters sent to the auditor in
connection with the firm’s reviews and audits during the relevant period, while
participating in the bribery scheme, Pramaggiore falsely represented that
“[t]here have been no material violations or possible violations whose effects
should be considered for disclosure in the financial statements or as a basis for
recording a loss contingency, that have not been disclosed in the financial
statements.”
68. As explained above, Pramaggiore was aware of the bribery scheme
and knew that disclosure of the existence of the scheme should have been
considered for disclosure in the financial statements under MD&A Item 303.
69. By reason of the foregoing, defendant violated Exchange Act    Rule
13b2-2(a) [17 C.F.R. § 240.13b2-2(  a)].

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RELIEF REQUESTED
 WHEREFORE, the Commission requests that this Court:
I.
PERMANENT INJUNCTION
 Pursuant to Section 20(b) of the Securities Act [15 U.S.C. 77t(b)] and
Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. 78u(d)(1) and
(d)(5)], permanently  enjoin defendant Anne Pramaggiore, her officers, agents,
servants, employees, attorneys and those persons in active concert or
participation with defendant who receive actual notice of the order of this
Court, by personal service or otherwise, and each of them from, directly or
indirectly, engaging in the transactions, acts, practices or courses of business
described above, or in conduct of similar purport and object, in violation of
Section   17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]; Section 10(b) of
the Exchange Act [15 U.S.C. § 78j( b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5]
thereunder; Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)] and
Rules 13a-14   [17 C.F.R. § 240.13a-14], 13b2-1 [17 C.F.R. § 240.13b2-1]  , and
13b2-2(a) [17 C.F.R. § 240.13b2-2(a)] thereunder; and Sections 13(b)(2)(A) [15
U.S.C. § 78m(b)(2)(A)] and 13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(B)] of the
Exchange Act.

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II.
DISGORGEMENT
Order defendant Anne Pramaggiore to disgorge the ill -gotten gains
received because of the vi  olations alleged in this Complaint, including
prejudgment interest, pursuant to Section 21(d)(3), 21(d)(5) and 21(d)(7) of the
Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)].
III.
CIVIL PENALTIES
Order defendant Anne Pramaggiore to pay civil penalties pursuant to
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of
the Exchange Act [15 U.S.C. § 78u(d)(3)].
IV.
OFFICER AND DIRECTOR BAR
 Pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. §
78u(d)(2)], issue an order prohibiting defendant Anne Pramaggiore from acting
as an officer or director of any issuer that either has a class of securities
registered under the Exchange Act, or that is required to file reports pursuant to
the Exchange Act.
V.
 Grant such other reli ef as this Court considers appropriate.

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JURY DEMAND

 The Commission requests a trial by jury.

      UNITED STATES SECURITIES
      AND EXCHANGE COMMISSION

      By: Jonathan S. Polish
Jonathan S. Polish
Brian D. Fagel
Natalie G. Garner
Sally J. Hewitt
Kristal Olson
Attorneys   for Plaintiff
      U.S. SECURITIES AND
      EXCHANGE COMMISSION
      175 West Jackson Blvd., Suite 1450
      Chicago, IL 60604
     Telephone: (312) 353-7390

Dated: September 28, 2023

IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 
 

UNITED STATES SECURITIES 
AND EXCHANGE COMMISSION,  
    
                         Plaintiff,    
     

) 
) 
) 
) 
) 

 

                                       v. )   No. 1:23-cv-14252 
 )  
ANNE PRAMAGGIORE, 
 
                         Defendant. 

) 
) 
) 

  JURY DEMANDED 

 )  
_______________________________________ )  

COMPLAINT 

  Plaintiff United States Securities and Exchange Commission alleges: 

1. While defendant Anne Pramaggiore was Commonwealth Edison 

Company’s CEO, and later as Exelon Utilities’ CEO, she participated in a 

fraudulent scheme to corruptly influence Michael Madigan, who at the time 

was the powerful, long-serving Speaker of the Illinois House of Representatives. 

Under her watch and with her active participation, ComEd and its parent, 

Exelon Corporation, showered Madigan confederates with over a million 

dollars in payments. The goal was to ingratiate the Exelon organization to 

Madigan so he would do its political bidding in Springfield. The payments were 

supposedly for services rendered. But Pramaggiore knew those payments 

bought ComEd and Exelon one thing and one thing alone: Clout. Not legal, 

lobbying, or consulting services.  

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2. Pramaggiore concealed this scheme and those bribes from 

Exelon’s investors; from ComEd’s and Exelon’s auditor; and from the 

companies’ books, records and internal controls. The SEC brings this action to 

hold her accountable for her violations of the federal securities laws.  

JURISDICTION AND VENUE 

3. The SEC brings this action pursuant to Section 20(b) of the 

Securities Act of 1933 (“Securities Act”) [15 U.S.C. §77t(b)] and Sections 21(d) 

and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§§78u(d) and 78u(e)]. 

4. This Court has jurisdiction over this action pursuant to Section 22 

of the Securities Act [15 U.S.C. § 77v], Section 27 of the Exchange Act [15 

U.S.C. § 78aa], and 28 U.S.C. § 1331. 

5. Venue is proper in this Court pursuant to Section 27 of the 

Exchange Act [15 U.S.C. § 78aa]. Acts, practices and courses of business 

constituting violations alleged herein have occurred within the jurisdiction of 

the United States District Court for the Northern District of Illinois and 

elsewhere. 

6. Defendant directly and indirectly made use of the means and 

instrumentalities of interstate commerce and of the mails in connection with the 

acts, practices and courses of business alleged herein, and will continue to do so 

unless enjoined. 

 

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DEFENDANT  

7. Defendant Anne Pramaggiore, age 65, is a resident of Barrington, 

Illinois. From about March 2012 to May 2018 she served as the chief executive 

officer of Commonwealth Edison Company (“ComEd”). From June 2018 until 

October 15, 2019, Pramaggiore served as CEO for Exelon Utilities, an 

unincorporated division within Exelon Corporation (“Exelon”) that oversaw 

ComEd’s operations and provided governance and oversight over Exelon’s 

regulated electric and gas utilities. She was recently convicted of conspiracy, 

bribery and record falsification. 

OTHER PARTIES 

8. Exelon Corporation, a Pennsylvania corporation headquartered 

in Chicago, Illinois, is a utility services holding company that trades on the 

NASDAQ Stock Market under the symbol “EXC.” For the year ended 

December 31, 2022, Exelon reported revenues of $19 billion, operating income 

of $3.3 billion, and net income of nearly $2.2 billion.  

9. Commonwealth Edison Company, an Illinois corporation 

headquartered in Chicago, Illinois, is a subsidiary of Exelon. Exelon owns 99% 

of ComEd. ComEd has common stock purchase warrants registered pursuant 

to Section 12(g) of the Exchange Act. ComEd also files separate audited 

financial statements with the Commission because it offers and sells debt 

securities under the Securities Act. ComEd’s audited financial statements are 

consolidated into Exelon’s financial statements. 

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 4 

FACTS 

10. ComEd is the largest utility company in Illinois. It employs about 

6,000 individuals. ComEd provides electricity to 70% of Illinois’s population. 

As a public utility ComEd is heavily regulated by the State of Illinois. The 

Illinois General Assembly—consisting of the Illinois House of Representatives 

and the Illinois Senate—routinely considers legislation that affects ComEd’s 

operations, rates and profitability. 

Michael Madigan  

11. For all but two years from 1983 until 2021 Michael Madigan 

served as the powerful Speaker of the Illinois House of Representatives. He’s 

the longest serving Speaker in Illinois history. As Speaker, Madigan exercised 

total control over which bills came to the floor of the Illinois House for a vote. 

So as a practical matter he largely controlled which bills became law in Illinois.  

12. ComEd had a firsthand appreciation of Madigan’s influence and 

power. In the early 2000s Madigan had successfully thwarted several legislative 

initiatives championed by ComEd. In the wake of such setbacks ComEd made 

a concerted and well-funded effort to improve its relationship with the powerful 

legislator. Starting in about 2011 ComEd began hiring a bevy of Madigan allies 

and confidants to serve as its lawyers and lobbyists. To be clear, ComEd wasn’t 

in the market for additional legal or consulting services. ComEd was instead 

paying for Madigan’s gratitude.  

 

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 5 

The Law Firm 

13. In about 2011 ComEd hired a law firm linked to Madigan (“Law 

Firm”). By early 2016 ComEd’s contract with the law firm was up for renewal. 

ComEd’s legal department was not inclined to renew the contract.  

14. The Law Firm learned of this development and reached out to 

Michael McClain for help. McClain was among ComEd’s stable of outside 

lobbyists with close ties to Madigan. McClain quickly escalated the issue all the 

way up to Pramaggiore.  

15. In a January 2016 email McClain wrote to defendant: “I am sure 

you know how valuable [a partner in the Law Firm] is to our Friend.” By “our 

Friend” McClain meant Speaker Madigan. McClain warned Pramaggiore how 

events would unfold if ComEd made good on its plan to reduce the Law Firm’s 

hours:  

I know the drill and so do you. If you do not get involve[d] and 
resolve this issue of 850 hours for his law firm per year then he 
will go to our Friend. Our Friend will call me and then I will call 
you. Is this a drill we must go through?  

16. Pramaggiore got the message. She responded succinctly:  

 “Sorry. No one informed me. I am on this.” 

17. True to her word Pramaggiore ensured that the Law Firm’s 

contract with ComEd was renewed.  

 

 

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 6 

Pramaggiore’s Misleading  
Statements to Investors About FEJA 

18. Since 2011 ComEd had spent billions of dollars to improve its 

distribution system. It paid for such improvements by availing itself of a 

performance-based rates formula that set ComEd’s charges to its customers. 

That formula was set to expire by 2019. ComEd wanted the Illinois General 

Assembly to pass legislation, called the “Future Energy Jobs Act” or “FEJA,” 

to extend that rates formula beyond 2019. The reasonably foreseeable 

anticipated benefits to ComEd flowing from FEJA’s passage exceeded 

$150,000,000.  

19. ComEd’s plan to pass FEJA was simple: Banking on Madigan’s 

support by capitalizing on its steady stream of bribes to his associates.  

20. But that’s not what Pramaggiore told the investing public. Rather, 

during an October 26, 2016 Exelon earnings call, she said that ComEd’s 

legislative strategy was to develop a coalition of supporters:  

This is Anne Pramaggiore. We are — I think what we are seeing 
right now is that there is a bit of an opening of a door. The 
legislature has a temporary budget in place and Chicago Public 
School funding is behind them and so I think we see an 
opportunity in the veto session. We also think there is a lot of work 
to be done to get there. We have pulled together a coalition to come in 
with an agreed bill as much as possible and we are in the process of 
putting that together now. But we do think there is the potential that 
this would be entertained in the veto session. 

(emphasis added).  

 

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 7 

21. A month later, on November 30, 2016, ComEd issued a press 

release about FEJA. In a quote attributed to Pramaggiore she repeated her 

claim that ComEd’s plan to pass FEJA was to build a broad-based coalition:  

We have worked with many stakeholders including consumer 
advocates, environmentalists, community leaders, among others, to 
ensure this bill has the best outcome for customers, our economy 
and our environment and the communities we serve. We appreciate 
the strong bipartisan support of members of the General Assembly, 
the four caucus’ professional staff, the labor unions, members of the 
Clean Jobs Coalition and other stakeholders who have helped us 
shape this comprehensive energy package that will bring tremendous 
value to our state and our customers. 

22. Pramaggiore’s statements to investors concealed ComEd’s bribery 

scheme to advance its legislative interests. Pramaggiore’s and ComEd’s plan for 

passing FEJA was to corruptly influence and reward Madigan. Pramaggiore 

hid that scheme from Exelon’s investors. Such a scheme posed a risk of 

ComEd’s exposure to criminal and civil liability. It also cast doubt on the 

integrity and effectiveness of ComEd’s management. Any reasonable investor 

would have thus considered the information material.  

23. As a result of Pramaggiore’s misconduct, including her 

misstatements and omissions, she received a $100,000 bonus to reward her 

efforts to pass FEJA.  

24. Around the time that Pramaggiore made these misleading 

statements, Exelon sold 446,000 shares for its long-term incentive plan and 

318,000 shares for its employee stock purchase plan. 

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 8 

The Alderman & 
The Political Consulting Firm 

25. In December 2016, the Illinois General Assembly passed FEJA, 

which provided ComEd with hundreds of millions of dollars in subsidies and 

other benefits. 

26. In the wake of its FEJA victory ComEd went to great lengths to 

stay in Madigan’s good graces. In May 2018 Madigan through an intermediary 

asked Pramaggiore to have ComEd hire one of his political allies, who was 

retiring from the Chicago City Council (“Alderman”), for $5,000 a month.  

27. Pramaggiore made that happen. And she let Madigan share the 

good news with the Alderman. 

28. Here’s how Pramaggiore facilitated ComEd’s payments to the 

Alderman: ComEd already had the political consulting firm of Jay Doherty 

(“Doherty”) on a monthly retainer. Doherty was another Madigan crony 

ComEd hired to curry favor with Madigan. ComEd asked Doherty to pay the 

Alderman $5,000 a month. ComEd, in turn, agreed to pay Doherty an 

additional $5,000 a month. To justify the increase ComEd pretended to assign 

Doherty additional responsibilities, specifically an “expanded role with the 

Cook County Board president’s office and Cook County Commissioners and 

Department Heads.”  

 

 

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 9 

29. That wasn’t true. The truth was that the $5000 monthly payments 

were earmarked specifically and solely for the Alderman. Predictably, the 

Alderman performed little if any work for ComEd in return for such payments.  

30. Using Doherty as a buffer allowed Pramaggiore to conceal the 

payments to Madigan cronies such as the Alderman by bypassing ComEd’s 

vendor payment system. Skirting this ComEd internal control, in turn, allowed 

her to feign ignorance of the bribes, and to disclaim responsibility for overseeing 

Madigan’s associates.  

31. In January 2017 and January 2018 Pramaggiore signed false and 

misleading internal ComEd documents to renew Doherty’s contract. She 

submitted “single source justification” or “SSJ” forms to the relevant Exelon 

subsidiary. In such forms ComEd required a written justification why it was 

retaining the vendor in a non-competitive manner. ComEd required one of its 

executives to approve any such request.  

32. Pramaggiore did so for Doherty. In those forms she claimed that 

ComEd’s large payments to him—without a competitive bidding process—were 

necessary given his “unique insight & perspective to promote ComEd and its 

business matters to further develop, execute and manage its Government 

Relations presence,” and his “specific knowledge that cannot be sourced from 

another consultant/supplier.”  

33. That wasn’t true. The money was simply a bundled bribe to 

Madigan’s associates. 

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 10 

Pramaggiore Misleads Exelon’s Auditors 

34. Pramaggiore signed management representation letters directed to 

Exelon’s and ComEd’s auditors that stated:  

There have been no material violations or possible violations 
whose effects should be considered for disclosure in the financial 
statements or as a basis for recording a loss contingency, that 
have not been disclosed in the financial statements.  

35. Such representations by Pramaggiore to the auditor were 

misleading, if not false, since she failed to disclose the ongoing bribery scheme 

that should have been considered for disclosure in the financial statements 

under Management’s Discussion and Analysis as required by Item 303 of 

Regulation S-K of the Securities Act (“MD&A Item 303”).   

Pramaggiore’s Conviction 

36. On May 2, 2023, a federal jury of the Northern District of Illinois 

found Pramaggiore guilty of conspiring to influence and reward the former 

Speaker of the Illinois House of Representatives in order to pass FEJA, along 

with multiple bribery and record falsification charges, including violating 

Section 13(b)(5) of the Exchange Act.  

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 11 

COUNT I 

Violations of Section 17(a)(2) of the Securities Act 

37. Paragraphs 1 through 36 are realleged and incorporated by 

reference as though fully set forth herein. 

38. By engaging in the conduct described above, defendant Anne 

Pramaggiore, in the offer and sale of securities, by the use of the means and 

instruments of transportation or communication in interstate commerce or by 

use of the mails, directly or indirectly, has (a) employed devices, schemes and 

artifices to defraud; (b) obtained money and property by means of untrue 

statements of material fact and by omitting to state material facts necessary to 

make the statements made, in light of the circumstances under which they were 

made, not misleading; and (c) engaged in transactions, practices, and courses of 

business which operated or would operate as a fraud or deceit upon the 

purchasers of such securities.  

39. Defendant acted knowingly, or with extreme recklessness, in 

engaging in the fraudulent conduct described above. 

40. Defendant also acted negligently in engaging in the conduct 

described above. 

41. By engaging in the conduct described above, defendant violated 

Sections 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

 

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 12 

COUNT II 

Violations of Section 10(b) of the Exchange Act, 
and Exchange Act Rule 10b-5 

42. Paragraphs 1 through 36 are realleged and incorporated by 

reference. 

43. Defendant Anne Pramaggiore, in connection with the purchase 

and sale of securities, by the use of the means and instrumentalities of interstate 

commerce and by the use of the mails, directly and indirectly: used and 

employed devices, schemes and artifices to defraud; made untrue statements of 

material fact and omitted to state material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, 

not misleading; and engaged in acts, practices and courses of business which 

operated or would have operated as a fraud and deceit upon purchasers and 

sellers and prospective purchasers and sellers of securities. 

44. Defendant knew, or was reckless in not knowing, of the facts 

described in paragraphs 1 through 36 above. 

45. By reason of the foregoing, defendant violated Section 10(b) of the 

Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 

240.10b-5]. 

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 13 

COUNT III 

Aiding and Abetting Exelon’s and ComEd’s Violations of  
Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act 

46. Paragraphs 1 through 36 are realleged and incorporated by 

reference. 

47. Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 

78m(b)(2)(A)] requires issuers to make and keep books, records and accounts 

which, in reasonable detail, accurately and fairly reflect the issuer’s transactions 

and dispositions of assets.  

48. Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 

78m(b)(2)(B)] requires those issuers to devise and maintain a system of internal 

accounting controls sufficient to provide reasonable assurances that  

(i) transactions are executed per management’s general or specific 

authorization; (ii) transactions are recorded as necessary to permit the 

preparation of financial statements in accordance with generally accepted 

accounting principles (“GAAP”) and to maintain the accountability of assets; 

and (iii) access to assets is permitted only in accordance with management’s 

general or specific authorization.  

49. By engaging in the conduct described above, ComEd violated 

Section 13(b)(2)(A) of the Exchange Act by failing to make and keep records, 

which, in reasonable detail, accurately and fairly reflect the bribery scheme.  

 

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 14 

50. Contrary to Exelon’s code of business conduct, no waiver was 

requested or obtained from the corporate general counsel, the board of 

directors, or a board committee. Thus, required records were not created or 

maintained. Further, given that ComEd’s audited financial statements are 

consolidated into those of Exelon, ComEd’s failure to reflect the bribery scheme 

in its books and records also caused Exelon’s books and records to be 

inaccurate. Exelon thereby also violated Section 13(b)(2)(A) of the Exchange 

Act. 

51. Exelon and ComEd also violated Section 13(b)(2)(B) by failing to 

devise and maintain a system of internal accounting controls sufficient to 

provide reasonable assurances that assets are used, transactions are recorded as 

necessary to prepare financial statements in accordance with GAAP, and 

transactions are executed only in accordance with management’s general or 

specific authorization, including in a manner consistent with Exelon’s policies.  

52. In particular, Exelon had insufficient internal accounting controls 

in place to prevent ComEd from arranging for Madigan associates to obtain 

jobs, vendor subcontracts and monetary payments to corruptly influence and 

reward Madigan for his assistance with respect to legislation affecting ComEd’s 

business. 

53. Defendant Anne Pramaggiore provided substantial assistance to 

ComEd’s and Exelon’s aforementioned violations through her participation in 

the bribery scheme. She knowingly or recklessly provided substantial assistance 

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 15 

to ComEd and Exelon by knowingly or recklessly coordinating payments to 

Madigan’s associates with McClain, and by approving those payments. 

Further, she knowingly or recklessly sought to circumvent ComEd’s internal 

accounting controls and falsified records to disguise such payments. Thus, 

Pramaggiore is liable for aiding and abetting violations committed by ComEd 

and Exelon.  

54. By reason of the foregoing, Pramaggiore aided and abetted the 

violations described above and pursuant to Section 20(e) of the Exchange Act 

[15 U.S.C. § 78t(e)], is liable for such violations.  

COUNT IV 

Violation of Rule 13a-14 of the Exchange Act 

55. Paragraphs 1 through 36 are realleged and incorporated by 

reference. 

56. As ComEd’s CEO, Pramaggiore signed false and materially 

misleading certifications pursuant to Section 302 of the Sarbanes-Oxley Act [15 

U.S.C. § 7241] (“Section 302”). ComEd and Exelon attached those 

certifications to their quarterly and annual reports, which the companies filed 

between October 2016 and May 2018.  

57. In signing these certifications, Pramaggiore made the following 

representation: 

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 16 

The registrant’s other certifying officer and I have disclosed, 
based on our most recent evaluation of internal control over 
financial reporting, to the registrant’s auditors and the audit 
committee of the registrant’s board of directors…[a]ny fraud, 
whether or not material, that involves management or other 
employees who have significant role in the registrant’s internal 
control over financial reporting. 

58. Rule 13a-14 requires that each principal executive officer certify 

the disclosures in those reports. As discussed above, these statements were false, 

as Pramaggiore knew given her knowledge of the fraudulent scheme and her 

role in Exelon’s internal control over financial reporting. 

59. By engaging in the acts and conduct alleged here, Pramaggiore 

filed or caused to be filed financial statements that contained untrue statements 

of material fact, or failed to include, along with the information required to be 

stated in such certification, such further material information as was necessary 

to make the required statements, given the circumstances under which they 

were made, not misleading, or failed to disclose any information required to be 

disclosed therein.  

60. By reason of the foregoing, defendant violated Rule 13a-14 of the 

Exchange Act [17 C.F.R. § 240.13a-14].  

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 17 

COUNT V 

Violation of Section 13(b)(5) of the Exchange Act  
and Rule 13b2-1 Thereunder 

61. Paragraphs 1 through 36 are realleged and incorporated by 

reference. 

62. Rule 13b2-1 of the Exchange Act prohibits any individual from 

directly or indirectly falsifying or causing to be falsified any book, record or 

account subject to Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 

78m(b)(2)(A)]. Section 13(b)(5) of the Exchange Act also prohibits any 

individual from knowingly circumventing or failing to implement a system of 

internal accounting controls or knowingly falsifying any book, record or 

account required to be made and kept by Section 13(b)(2).  

63. Pramaggiore knowingly falsified the single source justification 

documents for the purpose concealing the truth about ComEd’s payments to 

Doherty and circumventing Exelon’s internal accounting controls.  

64. By reason of the foregoing, defendant violated Section 13(b)(5) of 

the Exchange Act [15 U.S.C. § 78m(b)(5)] and Rule 13b2-1 [17 C.F.R. § 

240.13b2-1] thereunder.  

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 18 

COUNT VI 

Violation of Exchange Act Rule 13b2-2(a)  

65. Paragraphs 1 through 36 are realleged and incorporated by 

reference. 

66. Rule 13b2-2(a) provides that no “director” or “officer” of an issuer 

shall, among other things, make material misrepresentations to an accountant 

in connection with an audit, review or examination.  

67. In management representation letters sent to the auditor in 

connection with the firm’s reviews and audits during the relevant period, while 

participating in the bribery scheme, Pramaggiore falsely represented that 

“[t]here have been no material violations or possible violations whose effects 

should be considered for disclosure in the financial statements or as a basis for 

recording a loss contingency, that have not been disclosed in the financial 

statements.”  

68. As explained above, Pramaggiore was aware of the bribery scheme 

and knew that disclosure of the existence of the scheme should have been 

considered for disclosure in the financial statements under MD&A Item 303. 

69. By reason of the foregoing, defendant violated Exchange Act Rule 

13b2-2(a) [17 C.F.R. § 240.13b2-2(a)].  

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 19 

RELIEF REQUESTED 

 WHEREFORE, the Commission requests that this Court: 

I.  
PERMANENT INJUNCTION 

 Pursuant to Section 20(b) of the Securities Act [15 U.S.C. 77t(b)] and 

Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. 78u(d)(1) and 

(d)(5)], permanently enjoin defendant Anne Pramaggiore, her officers, agents, 

servants, employees, attorneys and those persons in active concert or 

participation with defendant who receive actual notice of the order of this 

Court, by personal service or otherwise, and each of them from, directly or 

indirectly, engaging in the transactions, acts, practices or courses of business 

described above, or in conduct of similar purport and object, in violation of 

Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]; Section 10(b) of 

the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] 

thereunder; Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)] and 

Rules 13a-14 [17 C.F.R. § 240.13a-14], 13b2-1 [17 C.F.R. § 240.13b2-1], and 

13b2-2(a) [17 C.F.R. § 240.13b2-2(a)] thereunder; and Sections 13(b)(2)(A) [15 

U.S.C. § 78m(b)(2)(A)] and 13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(B)] of the 

Exchange Act. 
 
 
 
 
 
 

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 20 

II. 
DISGORGEMENT 

Order defendant Anne Pramaggiore to disgorge the ill-gotten gains 

received because of the violations alleged in this Complaint, including 

prejudgment interest, pursuant to Section 21(d)(3), 21(d)(5) and 21(d)(7) of the 

Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)]. 

III. 
CIVIL PENALTIES 

Order defendant Anne Pramaggiore to pay civil penalties pursuant to 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of 

the Exchange Act [15 U.S.C. § 78u(d)(3)].  

IV. 
OFFICER AND DIRECTOR BAR 

 Pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 

78u(d)(2)], issue an order prohibiting defendant Anne Pramaggiore from acting 

as an officer or director of any issuer that either has a class of securities 

registered under the Exchange Act, or that is required to file reports pursuant to 

the Exchange Act. 

V. 

 Grant such other relief as this Court considers appropriate. 
 

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 21 

JURY DEMAND 
 
 The Commission requests a trial by jury.  
 
 
      UNITED STATES SECURITIES 
      AND EXCHANGE COMMISSION 
 
 
      By: Jonathan S. Polish 

Jonathan S. Polish 
Brian D. Fagel 
Natalie G. Garner 
Sally J. Hewitt 
Kristal Olson  
Attorneys for Plaintiff 

      U.S. SECURITIES AND 
      EXCHANGE COMMISSION 
      175 West Jackson Blvd., Suite 1450 
      Chicago, IL 60604 
     Telephone: (312) 353-7390 
 
             
Dated: September 28, 2023 

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	COMPLAINT