The Justice Department announced Monday that two directors of Warner Bros. Discovery Inc. (WBD) have resigned from the WBD board after the Antitrust Division expressed concerns that their positions on both the WBD and Charter Communications Inc. boards violated Section 8 of the Clayton Act (Section 8).
The entertainment giant said independent directors Steven Miron and Steven Newhouse had resigned from WBD’s board on Monday.
Section 8, which Congress made a per se violation of the antitrust laws, prohibits the same person or company from serving simultaneously on the boards of competitors, subject to limited exceptions. The division’s enforcement efforts to date have unwound or prevented interlocks involving at least two dozen companies.
According to WBD, Miron and Newhouse informed them that, without admitting violation, and in light of the changing dynamics of competition in the entertainment industry, they elected to resign rather than to contest the matter.
“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 David Zaslav, chief executive officer of Warner Bros. Discovery. “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.”
Miron and Newhouse were each appointed to the WBD Board effective upon the closing of the merger between Discovery, Inc. and WarnerMedia on April 8, 2022, and served as Class III directors, with initial terms that were scheduled to expire at the Company’s 2025 Annual Meeting of Stockholders. Both were originally named by Discovery, Inc. as two of its six designees to the WBD Board.
Miron is chief executive officer of Advance/Newhouse Partnership, a privately held media company, and a senior executive officer at Advance, a private, family-held business that owns and invests in a broad range of media and technology companies. He previously served as a Discovery, Inc. director from 2008-2022, and was on the WBD Compensation Committee.
Newhouse is co-president of Advance. He previously served as a board observer at Discovery, Inc. from 2008-2022, and was on the WBD Nomination and Corporate Governance Committee.
Charter, through its Spectrum cable service, and WBD, including through its Max streaming subscription services, both provide video distribution services to customers.
“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,” said Samuel A. Di Piazza, Jr., Chair of the Board of WBD. “We will miss having them as colleagues in the Board room and wish them all the best in their future endeavors.”
Representatives of the privately-held media company Advance Publications Inc. (Advance) had designees on both Charter’s and WBD’s boards of directors.
“[Monday’s] announcement is a win for consumers,” said Deputy Assistant Attorney General Michael Kades of the Justice Department’s Antitrust Division. “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.”
WBD is a Delaware multimedia corporation headquartered in New York. Among other things, it produces, licenses and distributes films and television programs, operates domestic and international television networks and provides premium pay television and streaming services.
Charter is a Delaware telecommunications and media company headquartered in Stamford, Connecticut. It provides cable television, internet and telephone services through its Spectrum brand and operates numerous news and sports networks.
