Steven Miron and Steven Newhouse resigned from the Warner Bros. Discovery board after the Justice Department informed them it was investigating “whether their service on the Board of Directors violated Section 8 of the Clayton Antitrust Act,” the company announced Monday.
Miron, CEO of Condé Nast parent company Advance/Newhouse Partnership and a senior executive officer at the Newhouse family’s investment business Advance, and Newhouse, co-president of Advance, were both independent directors of Warner Bros. Discovery.
Their resignations are effective immediately. Following the receipt of Miron’s and Newhouse’s resignations, on April 1, the board adopted a resolution to reduce the size of the board from 13 to 11 directors.
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.
“Today’s announcement is a win for consumers,” said Deputy Assistant Attorney General Michael Kades of the Justice Department’s Antitrust Division in a statement.
“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.”
According to the Justice Department, Section 8 of the Clayton Act, which “Congress made a per se violation of the antitrust laws,” prohibits directors and officers from serving simultaneously on the boards of competitors subject to limited exceptions.
Advance, in addition to owning Condé Nast, owns and invests in a “broad range of media, communications, technology, education and live entertainment companies,” including WBD, Charter Communications and Reddit, according to Steven Newhouse’s bio. In recent years, Advance has acquired musical theater production company Stage Entertainment, plagiarism-detection service Turnitin and the Ironman Group.
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.
Miron and Newhouse 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,” according to the Warner Bros. Discovery announcement.
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. Their initial terms were scheduled to expire at the company’s 2025 annual meeting of stockholders.
Miron had served on WBD’s compensation committee and Newhouse was on the board’s nomination and corporate governance committee.
Both were originally named by Discovery Inc. as two of its six designees to the WBD Board; both Miron and Newhouse served on Discovery’s board from 2008-2022.
“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, CEO of Warner Bros.
