Warner Bros. Discovery board directors resign following DOJ antitrust investigation

Steven A. Miron and Steven O. Newhouse have both stepped down from the Warner Bros. Discovery (WBD) board of directors due to a US Department of Justice (DOJ) probe into a potential breech of antitrust laws.

The company said that both directors “informed WBD 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.”

The DOJ was investigating whether their service on the WBD board of directors violated Section 8 of the Clayton Antitrust Act.

Both Miron and Newhouse are executives for the privately held media company Advance and were also serving on the board of cable and broadband giant Charter Communications. The DOJ said that as Charter’s cable service, Spectrum, and WBD are both in the business of video distribution they are competitors.

“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,” said Michael Kades, deputy assistant attorney of the US Justice Department’s antitrust division.

Miron and Newhouse were both appointed to the WBD board upon the closing of the merger between Discovery and WarnerMedia in April 2022, and served as Class 3 directors, with initial terms that were scheduled to expire at the company’s 2025 annual meeting of stockholders.

Both were originally named by Discovery 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 director from 2008-2022, and was on the WBD compensation committee.

Newhouse, meanwhile, is co-president of Advance. He previously served as a board observer at Discovery from 2008-2022, and was on the WBD nomination and corporate governance committee.