Newhouse Family Members Resign From Warner Bros. Discovery Board Amid Antitrust Investigation

Two of Warner Bros. Discovery’s board members, Steven Newhouse and Steve Miron, are stepping down from their roles with the company after receiving inquiries from the U.S. Department of Justice.

“Miron and Newhouse resigned after the US Department of Justice informed them that it was investigating whether their service on the Board of Directors violated Section 8 of the Clayton Antitrust Act,” WBD said in a statement. “Messrs. 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.”

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Section 8 of the Clayton Act addresses corporate directors that simultaneously serve on the boards of competitors.

Members of the Newhouse family, including Newhouse and Miron, serve on the boards of cable giant Charter Communications, as well as Reddit, which just went public last month. Miron is the CEO of Advance/Newhouse Partnership, the family holding company. Newhouse is the co-president of Advance.

According to a statement from the DOJ, the agency viewed Charter as a competitor to WBD. “Charter, through its Spectrum cable service, and WBD, including through its Max streaming subscription services, both provide video distribution services to customers,” the DOJ said.

“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. Discovery, in a statement. “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.”

WBD says that it will shrink the size of its board to 11 members following their resignations. Both Miron and Newhouse’s terms were set to expire at the 2025 annual meeting.

Both Miron and Newhouse are members of the Newhouse family, which collectively own about 8.1 percent of WBD’s outstanding shares, in addition to large stakes in Charter, Reddit, and private companies like Conde Nast and The Ironman Group.

“From our investment in the Discovery Channel in the earliest days of cable, through Bob Miron’s service as Discovery’s Board Chair and Steve and my service on this board, and with the enormous efforts of John Malone and David Zaslav, we are proud to have played a role in the building of this great company and remain a large stockholder,” Newhouse said in a statement. “We are disappointed to leave the Board, but wish to do the right thing for WBD.”

“Today’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.”

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