Two members of Warner Bros. Discovery‘s board of directors are stepping down after the U.S. Department of Justice expressed concerns over a possible antitrust violation.
The media conglomerate said Monday that Steven A. Miron and Steven O. Newhouse resigned after the DOJ notified them of a probe into whether their service violated Section 8 of the Clayton Antitrust Act. Both are executives for Advance, a privately held media company, and were also serving on the board of Charter Communications, a cable and broadband giant.
“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,” Warner Bros. Discovery said in a statement.
The DOJ noted that Charter, through its Spectrum cable service, and Warner Bros. Discovery are both in the business of video distribution and are therefore 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,” Deputy Assistant Atty. Gen. Michael Kades of the Justice Department’s antitrust division said in a statement.
Miron and Newhouse were each appointed to the Warner Bros. Discovery board following the the merger between Discovery Inc. and WarnerMedia on April 8, 2022. Their terms were scheduled to expire in 2025. They were named by Discover as two of its six designated members on the board of the merged company.
Miron is chief executive of Advance/Newhouse Partnership, a media company based in Syracuse, N.Y., and a senior executive officer at Advance, whose holdings include publisher Conde Nast. Newhouse is co-president of Advance.
A representative for Warner Bros. Discovery said there are no plans to replace the two independent board members. The board will be reduced from 13 members to 11.
“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,” David Zaslav, CEO of Warner Bros. Discovery, said in a statement.
