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The biggest threat to this deal in my opinion would be some small developer or Publisher could show that this deal hurts them in some meanaful way. It cannot be Sony because as the market leader even after this deal, MS can show how Sony deals and market dominance forces MS to make this purchase in order to compete as Sony throws their weight around. It's probably the reason why MS continue to lead the narrative that they are weak even though Parent MS can make a 68 billion purchase without blinking.

Right now everything is hypothetical like this FTC lawsuit but in the courts, you actually need solid proof. If Phil has been playing this game like I believe he has, there will be none.