Two executives at Warner Bros. Discovery, Stephen Miron and Stephen Newhouse, resigned from the company’s board after being told by the Justice Department that they were being investigated for antitrust violations.
Following their resignations, the Board of Directors adopted a resolution to reduce the number of directors from 13 to 11.around variety:
Mr. Miron and Mr. Newhouse were targeted by the Justice Department because they both sit on the boards of Warner Bros. Discovery and cable giant Charter Communications, both of which have important businesses. Mr. Miron and Mr. Newhouse have been long-time investors in Discovery, prior to the company’s 2022 marriage with WarnerMedia, and in 2016 Charter acquired Advance/Newhouse’s Brighthouse Networks cable system. He also held a seat on the Board of Directors of Charter Communications after acquiring the company.
The Justice Department said the conflict over Mr. Miron and Mr. Newhouse’s seats on the boards of Warner Bros. Discovery and Charter was as follows: Both sell video services to customers, Charter through its Spectrum Cable Service and WBD through its Max Streaming Subscription Service. The Justice Department said the Antitrust Division’s enforcement efforts to date related to Title VIII disputes have “resolved or disrupted interlocking relationships” involving at least 20 companies.
Assistant Attorney General Michael Kadis of the Justice Department’s Antitrust Division called the investigation a “win for consumers.”
“Today’s announcement is a win for consumers,” Cadis said. “In enacting Section 8 of the Clayton Act, Congress was concerned that competitors who shared a board of directors would compete less vigorously to provide better service and lower prices.”
“We will continue to vigorously enforce our antitrust laws as necessary to address overreach by companies and their designated agents,” Cadis added.
Article 8 of the Clayton Act stipulates that directors and officers of certain companies can be prohibited from serving on the board of directors of a competitor, with limited exceptions, on the grounds that it violates antitrust laws.
Warner Bros. Discovery said Miron and Newhouse issued a statement to the company saying, “They do not admit to any violations and, given the changing competitive dynamics in the entertainment industry, have asked them to resign rather than contest this matter.” “I made the choice,” he said.
Warner Bros. Discovery CEO David Zaslav thanked Miron and Newhouse for their “exceptional service” in a statement.
“On behalf of the Board of Directors and the WBD leadership team, I would like to thank Steve Miron and Stephen Newhouse for their exceptional service and longstanding contributions to Discovery and Warner Bros. Discovery,” said Zaslav. Ta. “Steve and Stephen have provided sage advice and tremendous industry insight over the years and will play a key role in getting this new company up and running and on the path to long-term growth. We are extremely grateful for their continued support and wish them the best of luck.”
WBD Board Chairman Samuel Di Piazza Jr. expressed similar sentiments.
“On behalf of the entire WBD Board, I would like to thank Steve Miron and Stephen Newhouse for their hard work on behalf of WBD’s shareholders and their many contributions to the Board’s deliberations and work. We will miss them as colleagues on the Board and wish them well in their future endeavours,” he said.
Stephen Newhouse said he was resigning from the board “to do what’s right for WBD.”
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