Continental Assurance Co. v. Commonwealth Edison Co.

Continental Assurance Company, Continental Casualty Company, McDonnell Douglas Finance Corporation, United Services Automobile Association, and USAA Casualty Insurance Company (shareholders) appeal from the dismissal of their complaint challenging Commonwealth Edison Company’s redemption of a stock issuance.

We reverse in part and affirm in part.

In 1982, Commonwealth Edison Company (Edison) issued 300,000 shares of $15 “Cumulative Preference Stock without Par Value” ($15 Series). Together, the shareholders accounted for the purchase of 330,000 of the shares. Edison created the $15 Series…