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A free scan shows the junk files, broken settings and background clutter dragging Windows down - then fixes them in one click.Free scan · Windows 10 & 11Microsoft completed its approximately $69 billion acquisition of Activision Blizzard on October 13, 2023, but the deal was not an unconditional regulatory victory. A US district court refused to block it, the Ninth Circuit affirmed that decision on May 7, 2025, and the FTC’s separate administrative complaint was dismissed on May 22, 2025. To close globally, however, Microsoft made access commitments to rivals and transferred specified non-EEA cloud-streaming rights to Ubisoft after the UK initially prohibited the transaction.
The lasting lesson is narrower and more useful than “Microsoft won”: owning valuable game content while controlling platforms creates genuine antitrust risk, but regulators still must prove likely competitive harm—not merely the ability to restrict rivals.
The outcome in one view
| Question | What happened |
|---|---|
| US federal case | The district court denied the FTC’s request for a preliminary injunction in July 2023; the Ninth Circuit affirmed on May 7, 2025. |
| FTC administrative case | The complaint was dismissed and the matter listed as closed on May 22, 2025. |
| Acquisition | Microsoft completed the transaction on October 13, 2023. |
| United Kingdom | The CMA initially blocked the deal over cloud-gaming concerns, then approved a restructured transaction after Ubisoft received specified cloud-streaming rights outside the European Economic Area. |
| European Economic Area | The European Commission accepted commitments intended to let consumers stream Activision Blizzard PC and console games through eligible cloud services of their choice. |
Microsoft announced the closing in its October 13, 2023 announcement. The FTC’s case history is maintained on its case page.
What the FTC was trying to stop
Microsoft proposed buying Activision Blizzard for approximately $69 billion. Activision brought Call of Duty, World of Warcraft, Diablo, Overwatch and King’s Candy Crush business. Microsoft already controlled Xbox consoles, Xbox Game Pass, Xbox Cloud Gaming, Windows distribution and Bethesda parent ZeniMax, whose franchises include The Elder Scrolls and Fallout. The FTC described the transaction as vertical integration between a major platform operator and a major publisher in its challenge announcement.
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The FTC did not need to prove that Microsoft would definitely harm consumers. It sought emergency relief while arguing that the merger was likely to substantially lessen competition in three connected areas.
Console gaming
Call of Duty was the central example. The FTC alleged that Microsoft could make the series exclusive to Xbox, delay or degrade PlayStation versions, or otherwise worsen access. It pointed to Microsoft’s conduct after acquiring ZeniMax, including exclusivity for some Bethesda titles, as evidence relevant to future incentives.
Multigame subscriptions
The theory extended beyond outright exclusivity. Microsoft could put Activision games on Game Pass on better terms than rival services, delay them elsewhere, charge rivals more, offer fewer features, or use the catalog to raise competitors’ costs and weaken their ability to attract subscribers.
Cloud gaming
The FTC also alleged that Microsoft could reserve Activision content for Xbox Cloud Gaming or impose unfavorable licenses on rival cloud providers. Cloud streaming was still developing, making the case an early test of whether it should be treated as a distinct antitrust market or as another way to distribute games. The Ninth Circuit’s discussion of these theories appears in its May 7, 2025 opinion; the district court’s findings are available here.
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Why the district court refused to block the deal
A preliminary injunction is not a final declaration that a merger is lawful. The FTC had to show a sufficient likelihood of success on its antitrust claim and justify stopping the transaction before it could close. The court concluded that the FTC had not met that burden on the evidence before it.
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Ability was not the same as likely conduct
The court could accept that Microsoft would possess some ability to disadvantage rivals while still finding that the FTC had not shown Microsoft was likely to do so in a way that substantially harmed competition. Microsoft had strong commercial reasons to keep Call of Duty available to PlayStation players: restricting a large existing audience could sacrifice software sales, licensing revenue and player engagement.
Commitments and agreements mattered
Microsoft made or offered arrangements involving Sony, Nintendo, Nvidia and other cloud providers. Those commitments did not remove Microsoft’s ownership of the content, but they were evidence about likely conduct. The court could consider them when assessing the probability of foreclosure.
The record did not establish the broader foreclosure theories
The FTC’s subscription and cloud arguments involved several possible forms of harm—worse terms, delays, higher prices and reduced functionality. The court found those theories insufficiently established for emergency relief. It also considered asserted consumer benefits from broader distribution and Game Pass access.
The distinction is important: the ruling did not find foreclosure impossible. It found that the FTC had not shown a likelihood of success sufficient to stop this transaction at that stage.
What the Ninth Circuit affirmed—and what it did not
On May 7, 2025, the Ninth Circuit affirmed the denial of the preliminary injunction. It reviewed the FTC’s theories concerning console devices, gaming subscriptions and cloud services under the applicable preliminary-relief framework.
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- It upheld the lower court’s refusal to stop the merger.
- It did not conduct a post-merger economic audit.
- It did not declare every future Microsoft decision involving Activision content lawful.
- It did not hold that platform-and-content mergers are presumptively harmless.
- It decided that the FTC had not met the required showing on the record before the court.
That procedural posture explains why “the Ninth Circuit approved the merger on the merits” is inaccurate. The separate FTC administrative proceeding was later dismissed on May 22, 2025, as recorded in the agency’s dismissal timeline item.
How Microsoft’s promises changed the analysis
The access arrangements were central evidence, but they were not equivalent to selling the business or removing Microsoft’s ability to foreclose.
Call of Duty access
Microsoft signed a Sony agreement on July 15, 2023, concerning continued Call of Duty availability on PlayStation and PlayStation Plus. The FTC’s later filing discusses that agreement and the post-closing record in its May 20, 2025 order. Arrangements also involved Nintendo, Nvidia and other cloud providers.
These commitments reduced the risk of immediate console foreclosure, but their duration, enforcement, product scope and remedies for breach matter. A Call of Duty promise does not cover every Activision franchise, every subscription service or every future distribution model.
Why post-complaint agreements still mattered
Some agreements were made after the FTC challenged the transaction. They became part of the evidentiary record because they offered concrete information about Microsoft’s intended conduct. They did not automatically erase the FTC’s original concerns or guarantee benign behavior indefinitely.
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Why the United Kingdom required a different solution
The UK Competition and Markets Authority initially blocked the deal, concentrating on cloud gaming. Its concern was that Microsoft could use Activision content to reinforce an already significant cloud position and weaken current and future rivals. The CMA’s regulatory history is available at the merger inquiry page.
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Scan for outdated or missing drivers - takes under a minuteDriver Scan →Clear out junk files and repair common Windows errorsFree Scan →Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Microsoft and the parties then restructured the transaction. Under the remedy, Ubisoft received control of specified Activision cloud-streaming rights outside the European Economic Area for current games and future releases during the relevant 15-year period. Ubisoft cannot grant Microsoft or its affiliates an exclusive license, Microsoft cannot receive materially preferential pricing or treatment, and Microsoft must provide Ubisoft versions materially equivalent to the non-streaming versions. The FTC describes the arrangement in this filing.
Ubisoft did not receive ownership of Activision’s games. The remedy concerned licensing rights for cloud streaming. The CMA approved the restructured deal on October 13, 2023, allowing the acquisition to close that day.
US, UK and EU outcomes compared
| Jurisdiction | Primary concern | Outcome |
|---|---|---|
| United States / FTC | Possible foreclosure in consoles, subscriptions and cloud gaming | Preliminary injunction denied; Ninth Circuit affirmed; administrative complaint dismissed in May 2025 |
| United Kingdom / CMA | Cloud-gaming foreclosure | Initial prohibition, followed by approval after Ubisoft cloud-rights restructuring |
| European Union | Access and competition in cloud gaming | Commitments allowing eligible cloud services to stream games for consumers in the European Economic Area |
The regulators were not applying identical legal tests or reviewing identical remedies. Microsoft’s explanation of the European commitments is available at Microsoft’s European policy site.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.The five broader lessons
1. Vertical mergers are not automatically safe
A platform buying a supplier can create efficiencies, but it can also give the platform control over an input rivals need. The FTC’s concerns were serious enough to require litigation and substantial commitments.
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2. Regulators must prove likely foreclosure
Ownership and technical ability are starting points. The government must connect them to likely conduct and a material effect on competition under the governing legal standard.
3. Incentives cut both ways
Microsoft could have benefited from restricting access, but it could also lose revenue by excluding PlayStation users or limiting licensing. Courts weigh both possibilities rather than treating ability as proof of intent.
4. Remedies can determine whether a deal closes
The US court battle did not produce unconditional approval in practice. Call of Duty access commitments, cloud-provider arrangements and the Ubisoft rights transfer changed the transaction’s competitive landscape.
5. Global merger review is not one process
A US court’s refusal to issue emergency relief did not resolve the CMA’s cloud concerns. A transaction can survive litigation in one jurisdiction while requiring a structural remedy in another.
What this means for future technology mergers
The case will be relevant whenever a distributor acquires content, data or infrastructure that rivals depend on: game platforms and publishers, streaming services and studios, app stores and developers, cloud infrastructure and software, or AI platforms and model or data providers.
It does not guarantee approval in those sectors. Different outcomes could follow from stronger network effects, a more concentrated market, a smaller rival that depends more heavily on the acquired input, weaker commitments, or clearer evidence that restricting access would be profitable.
The practical checklist for future deals is therefore specific:
- What input or content would the merged firm control?
- Which rivals and consumer channels depend on it?
- Would foreclosure be profitable after lost licensing and usage revenue?
- Are commitments precise, enforceable, monitored and long enough to matter?
- Does a regulator need a structural remedy rather than a promise about conduct?
- How do market definitions and remedies differ across jurisdictions?
The bottom line
Microsoft won the immediate US fight: the FTC could not obtain a preliminary injunction, the Ninth Circuit affirmed, and the administrative complaint was later dismissed. But the FTC’s theory was not frivolous, and the deal did not proceed on its original regulatory path. The transaction showed that courts may require concrete proof of likely foreclosure and may credit commercial incentives and contractual commitments, while the CMA showed that a structural cloud remedy can still be necessary. The enduring antitrust issue is the combination of valuable content with control over the channels through which competitors and players reach it.
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