Legal Proceedings.
−Removed: From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business partners or intellectual property.
−Removed: However, a determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgments about future events.
−Removed: Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on our consolidated financial position, future results of operations, or cash flows.
+Added: From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business partners, government regulations, or intellectual property, as well as disputes and matters involving counterparties to contractual agreements, such as disputes arising out of definitive agreements entered into in connection with the Merger.
+Added: However, a determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgment about future events.
+Added: The Company may not currently be able to estimate the reasonably possible loss or range of loss for such matters until developments in such matters have provided sufficient information to support an assessment of such loss.
+Added: In the absence of sufficient information to support an assessment of the reasonably possible loss or range of loss, no accrual for such contingencies is made and no loss or range of loss is disclosed.
+Added: Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not currently believe that the resolution of these matters will have a material adverse effect on the Company’s future consolidated financial position, future results of operations, or cash flows.
Between September 23, 2022 and October 24, 2022, two purported class action lawsuits (Collinsville Police Pension Board v.
2 unchanged sentences
Todorovski v.
−Removed: Discovery, Inc., et a ., Case No.
+Added: Discovery, Inc., et al., Case No.
1:22-cv-09125) were filed in the United States District Court for the Southern District of New York.
−Removed: The complaints name Warner Bros.
+Added: The complaints named Warner Bros.
Discovery, Inc., Discovery, Inc., David Zaslav, and Gunnar Wiedenfels as defendants.
−Removed: The complaints generally allege that the defendants made false and misleading statements in SEC filings and in certain public statements relating to the Merger, in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933.
−Removed: The complaints seek damages and other relief.
−Removed: On November 4, 2022, the court consolidated the Collinsville and Todorovski complaints under case number 1:22-CV-8171, and on December 12, 2022, the court appointed a lead plaintiff and lead counsel.
−Removed: The Company intends to vigorously defend these litigations.
−Removed: On December 2, 2022, a purported class action and derivative lawsuit ( Monroe County Employees’ Retirement System, Plumbers Local Union No.
−Removed: 519 Pension Trust Fund, and Davant Scarborough v.
−Removed: Zaslav, et al.
−Removed: 2022-1115-JTL) was filed in the Delaware Court of Chancery (the “Monroe County Action”).
−Removed: The Monroe County Action names certain of the Company’s directors and officers, Advance/Newhouse Partnership and Advance/Newhouse Programming Partnership (collectively, “Advance/Newhouse”), and AT&T as defendants.
−Removed: The Monroe County Action generally alleges that former directors and officers of Discovery and Advance/Newhouse breached their fiduciary duties in connection with the Merger, and that AT&T aided and abetted these alleged breaches of fiduciary duties.
−Removed: The Monroe County Action seeks damages and other relief.
−Removed: Also on December 2, 2022, a separate purported class action lawsuit ( Bricklayers Pension Fund of Western Pennsylvania v.
−Removed: Advance/Newhouse Partnership , Case No.
−Removed: 2022-1114-JTL) was filed in the Delaware Court of Chancery (the “Bricklayers Action”).
−Removed: The complaint in the Bricklayers Action names Advance/Newhouse and certain of the Company’s current and former directors as defendants and generally alleges that former directors of Discovery and Advance/Newhouse breached their fiduciary duties in connection with the Merger, and that Advance/Newhouse aided and abetted these alleged breaches of fiduciary duties.
−Removed: The Bricklayers Action seeks damages and other relief.
−Removed: On January 11, 2023, the Delaware Court of Chancery consolidated the Monroe County Action and the Bricklayers Action under the caption In re Warner Bros.
−Removed: Discovery, Inc.
−Removed: Stockholders Litigation , Consolidated Case No.
−Removed: 2022-1114-JTL.
−Removed: The Company intends to vigorously defend these litigations.
+Added: The complaints generally alleged that the defendants made false and misleading statements in SEC filings and in certain public statements relating to the Merger, in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief.
+Added: On November 4, 2022, the court consolidated the Collinsville and Todorovski complaints under case number 1:22-CV-8171, and on December 12, 2022, the court appointed lead plaintiffs and lead counsel.
+Added: On February 15, 2023, the lead plaintiffs filed an amended complaint adding Advance/Newhouse Partnership, Advance/Newhouse Programming Partnership, Steven A.
+Added: Miron, Robert J.
+Added: Miron, and Steven O.
+Added: Newhouse as defendants.
+Added: The amended complaint asserted violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief.
+Added: On February 5, 2024, the court dismissed the amended complaint with prejudice.
Mine Safety Disclosures.
18 unchanged sentences
Campbell has served in several senior executive roles at Discovery, including as Chief Distribution Officer from October 2015 to April 2022, Chief Development Officer from August 2010 to April 2022, General Counsel from December 2010 to April 2017, Digital Media Officer from August 2014 to October 2015 and President, Digital Media & Corporate Development from March 2007 to August 2010.
−Removed: David Leavy, Chief Corporate Affairs Officer
−Removed: Executive Officer since 2014
−Removed: Leavy has served as our Chief Corporate Affairs Officer since the closing of the Merger on April 8, 2022.
−Removed: Prior to the closing, he served as Discovery’s Chief Corporate Operating Officer from June 2019 to April 2022 and prior to that, its Chief Corporate Operations and Communications Officer from March 2016 to June 2019.
−Removed: Leavy has served in several other senior executive roles since joining in March 2000.
Lori Locke, Chief Accounting Officer
18 unchanged sentences
Romm served as Discovery’s Chief Human Resources and Diversity Officer from March 2014 to March 2019 and Discovery’s Senior Executive Vice President of Human Resources from March 2007 to February 2014.
−Removed: Sims, Executive Vice President and General Counsel
+Added: Sims, Chief Legal Officer
Executive Officer since 2017
−Removed: Sims has served as Executive Vice President and General Counsel since the closing of the Merger on April 8, 2022.
+Added: Sims has served as our Chief Legal Officer since October 2023 and was previously Executive Vice President and General Counsel from the closing of the Merger on April 8, 2022 to October 2023.
Prior to the closing, Ms.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.