Two Warner Bros. Discovery executives, Steven Miron and Steven Newhouse, have resigned from the Board of Directors after the Department of Justice told them they were under investigation for possible anti-trust violations.
The board adopted a resolution to reduce its size from 13 to 11 members after the pair resigned from their positions. Per Variety:
Miron and Newhouse were targeted by the Justice Department because both serve on the board of Warner Bros. Discovery and cable giant Charter Communications, two separate companies that do significant business together. Miron and Newhouse were longtime investors in Discovery Inc. prior to the 2022 marriage of Discovery and WarnerMedia, and they also had board seats from Charter Communications after Charter acquired Advance/Newhouse’s Bright House Networks cable systems in 2016.
The DOJ said the conflict with respect to Miron and Newhouse serving on both Warner Bros. Discovery’s and Charter’s boards was this: Charter, through its Spectrum cable service, and WBD, including through its Max streaming subscription services, both sell video services to customers. The Justice Department said the antitrust division’s enforcement efforts to date related to Section 8 conflicts have “unwound or prevented interlocks” involving at least two dozen companies.
Deputy Assistant Attorney General Michael Kades of the Justice Department’s Antitrust Division called the investigation a “win for consumers.”
“Today’s announcement is a win for consumers,” said Kades. “In enacting Section 8 of the Clayton Act, Congress was concerned that competitors who shared directors would compete less vigorously to provide better services and lower prices.”
“We will continue to vigorously enforce the antitrust laws when necessary to address overreach by corporations and their designated agents,” Kades added.
Section 8 of the Clayton Act stipulates that directors and officers of a given company may be prohibited from serving on competitors’ boards with only limited exceptions, arguing it violates antitrust laws.
Warner Bros. Discovery said that Miron and Newhouse informed the company that “without admitting any violation, and in light of the changing dynamics of competition in the entertainment industry, they elected to resign rather than to contest the matter.”
David Zaslav, CEO of Warner Bros. Discovery, thanked Miron and Newhouse for their “extraordinary service” in a statement.
“On behalf of our board and WBD’s leadership team, I want to thank Steve Miron and Steven Newhouse for their extraordinary service and longstanding commitment to Discovery and Warner Bros. Discovery,” said Zaslav. “Both Steve and Steven have been a great source of wise counsel and tremendous industry insight over the years, and they played an integral role in getting this new company up and running and on a path to long-term growth. We are enormously grateful for their steadfast support and wish them the very best.”
Samuel Di Piazza Jr., chair of the board of WBD, expressed similar sentiments.
“On behalf of the entire WBD board of directors, I would like to express my gratitude to Steve Miron and Steven Newhouse for their service on behalf of WBD’s stockholders and their many contributions to the deliberations and work of the board. We will miss having them as colleagues in the Board room and wish them all the best in their future endeavors,” he said.
Steven Newhouse said that he was stepping down from the board “to do the right thing for WBD.”
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