Warner Bros. Discovery Agrees to $125 Million Settlement in Shareholder Lawsuit
ICARO Media Group
Title: Warner Bros. Discovery Agrees to $125 Million Settlement in Shareholder Lawsuit
In a significant development, Warner Bros. Discovery has reached a settlement in a shareholder lawsuit, agreeing to pay $125 million. The lawsuit was filed by a group of pension funds, alleging unfair treatment towards everyday investors after the merger of AT&T's WarnerMedia and Discovery Communications.
The settlement, which was recommended by a mediator in May and detailed in a document released by the Delaware Chancery Court on Friday, will become effective once approved by Delaware Chancery Judge Travis Laster. Under the agreement, holders of Discovery stock prior to the merger closing date in April 2022 will be eligible to receive funds from the settlement.
The defendants in the lawsuit included former Discovery backers, such as the Advance/Newhouse Partnership and individuals like Robert Miron, Steven Miron, and Susan Swain, who were former members of Discovery's board of directors. Robert Miron, who served as the board chairman, and Susan Swain, the CEO of C-SPAN, have been named as key figures in the suit. Swain has announced her decision to step down from her role as C-SPAN CEO later this year.
The Advance/Newhouse Partnership, privately held by the Newhouse family and owner of about 8% of Warner Bros. Discovery (WBD) stock, will contribute $100 million to the settlement. Additionally, Robert and Steven Miron will each add $12.5 million towards the settlement amount.
The lawsuit claimed that the merger unfairly benefited top-tier investors at Discovery, with payouts exceeding $1 billion, while common shareholders were left at a disadvantage. With this settlement, the company aims to resolve the allegations and address any concerns regarding the transaction's fairness.
Warner Bros. Discovery, formed through the $43 billion merger deal, is currently controlled by the management team of Discovery, led by CEO David Zaslav. Under the merger structure, AT&T holds 71% of WBD, while Discovery holds the remaining 29%.
It is worth noting that last April, Warner Bros. Discovery announced the resignation of Steven Miron and Steven Newhouse from its board following an investigation by the U.S. Department of Justice. The investigation focused on whether their board tenures violated Section 8 of the Clayton Antitrust Act, which prohibits directors and officers from simultaneously serving on the boards of competitors, with limited exceptions. Miron is also a director of Charter Communications.
The plaintiffs involved in the shareholder lawsuit were the Bricklayers Pension Fund of Western Pennsylvania, City Pension Fund for Firefighters & Police Pension Officers in the City of Pembroke Pines, Key West Police and Firefighters' Pension Fund, along with Steve Silverman.
As the settlement moves towards approval, it marks an important step in resolving the legal disputes surrounding the Warner Bros. Discovery merger and provides some relief to the shareholders affected by the alleged unfair treatment.