Two Warner Bros. Discovery directors resign after antitrust probe

The exterior of the Warner Bros. Discovery Atlanta campus is pictured after the Writers Guild of America began its strike against the Alliance of Motion Pictures and Television Producers, in Atlanta, Georgia, on May 2, 2023.Alyssa Pointer | Reuters

Two Warner Bros. Discovery directors, Steven Miron and Steven Newhouse, are resigning following a U.S. Department of Justice investigation into a potential antitrust violation, according to a company release Monday.

The company said Miron and Newhouse, who were both appointed as directors in April 2022 as part of the WarnerMedia and Discovery merger, were being investigated as to whether their participation on the board was in violation of Section 8 of the Clayton Antitrust Act, which largely prohibits the same directors or companies from serving simultaneously on the boards of competitors.

Miron is the CEO of privately held media company Advance/Newhouse Partnership and a senior executive officer at Advance, which invests in media and technology companies, according to the release. Newhouse is co-president of Advance.

Both of their terms on the Warner Bros. board were set to expire in 2025.

Rather than contesting the DOJ matter, the company said both Miron and Newhouse voluntarily elected to resign from their positions, effective immediately. Neither director admitted any violation.

“We are proud to have played a role in the building of this great company and remain a large stockholder. We are disappointed to leave the Board, but wish to do the right thing for WBD,” Newhouse said in a statement.

In a Monday evening statement, the DOJ said the conflicting company is Charter, a Connecticut-based media company which, similar to Warner Bros.' streaming platform Max, provides video distribution services. According to the DOJ, Advance representatives held seats on both Warner Bros.' board and Charter's board.

“Today's announcement is a win for consumers,” Deputy Assistant Attorney General Michael Kades of the Justice Department's Antitrust Division said 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.”