Steven Miron and Steven Newhouse have resigned from the Warner Bros. Discovery board following an investigation by the Justice Department into potential violations of Section 8 of the Clayton Antitrust Act. Both individuals were independent directors of Warner Bros. Discovery, with Miron serving as CEO of Advance/Newhouse Partnership and Newhouse as co-president of Advance.
The resignations of Miron and Newhouse are effective immediately, prompting the board to reduce its size from 13 to 11 directors. The Justice Department targeted them due to their dual roles on the boards of Warner Bros. Discovery and Charter Communications, raising concerns about potential conflicts of interest.
Section 8 of the Clayton Act prohibits directors and officers from serving on the boards of competing companies, with limited exceptions. The DOJ emphasized the importance of enforcing antitrust laws to prevent anti-competitive practices in the industry.
Miron and Newhouse, who were long-time investors in Discovery Inc., chose to resign rather than contest the matter. Both had been appointed to the Warner Bros. Discovery board following the merger of Discovery Inc. and WarnerMedia in April 2022.
David Zaslav, CEO of Warner Bros. Discovery, expressed gratitude for Miron and Newhouse's contributions to the company and their role in its growth. The board chair, Samuel Di Piazza Jr., also acknowledged their service and wished them well in their future endeavors.
Despite their departure, Miron and Newhouse expressed pride in their involvement with Warner Bros. Discovery and reiterated their commitment as shareholders. They highlighted their disappointment at leaving the board but emphasized the importance of doing what is right for the company.
