WASHINGTON (dpa-AFX) - Two directors of Warner Bros. Discovery Inc. have resigned from the WBD board after the Department of Justice expressed concerns if they violated antitrust laws.
The Antitrust Division announced that it was investigating whether WBD directors Steven Miron and Steven Newhouse's positions on both the WBD and Charter Communications Inc. boards violated Section 8 of the Clayton Act (Section 8).
Section 8, which Congress made a per se violation of the antitrust laws, prohibits the same person or company from serving simultaneously on the boards of competitors, subject to limited exceptions.
Charter, through its Spectrum cable service, and WBD, including through its Max streaming subscription services, both provide video distribution services to customers. Representatives of the privately held media company Advance Publications Inc. (Advance) had designees on both Charter's and WBD's boards of directors, the Department of Justice said.
Warner Bros. Discovery said that Miron and Newhouse informed the company 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.
WBD said in a statement that Miron and Newhouse were each appointed to the WBD Board effective upon the closing of the merger between Discovery, Inc. and Warner Media on April 8, 2022, and served as Class III directors, with initial terms that were scheduled to expire at the Company's 2025 Annual Meeting of Stockholders. Both were originally named by Discovery, Inc. as two of its six designees to the WBD Board.
According to WBD, Miron is chief executive officer of Advance/Newhouse Partnership, a privately held media company, and a senior executive officer at Advance, a private, family-held business that owns and invests in a broad range of media and technology companies.
Newhouse is co-president of Advance, it added.
'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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