The decision by Jeremy Wright clears the final regulatory hurdle for Fox's bid for the 61 percent of Sky that it does not already own.
Hong Kong-based hedge fund Case Equity Partners, a Sky investor, said the fact Disney was in a slightly more favourable position for Fox's USA media assets meant Comcast would fight even harder to get Sky.
Fox has increased its bid by just over 30% since its first offer in December 2016.
"It's by no means a knockout bid", Jonathan Chaplin, an analyst with the New Street Research, said Wednesday evening of Comcast's new offer.
Comcast may instead try to get the Sky network, which Fox now owns 39% of the company. That bid allowed Comcast to jump out ahead of Fox's $32.5 billion, or £14 per share, offer tendered earlier in the day, and Comcast's new bid earned the recommendation of the Sky Independent Committee of Directors.
Neither Comcast nor Sky immediately responded to requests for comment.
He said amended guarantees had been made over Sky News to address concerns over media plurality, as well as changes to the associated brand licensing agreement following responses to the Government's consultation.
Sky's shares were trading 3% higher as investors were betting on a higher bid from Fox to see off Comcast's competition.
RBC Capital Markets analyst Steven Cahall issued a report today noting that, with the bid for Sky, Comcast may be choosing sides as the cable giant simply can't afford both acquisitions.
"We have long admired Sky, which we believe is an outstanding company and a great fit with Comcast".
"It's too low", Odey, a former son-in-law of Murdoch whose eponymous hedge fund is a Sky shareholder, said of the sweetened Fox offer.
The Department of Justice highlighted that Disney already owned a good chunk of the sports entertainment industry with ESPN, claiming that Fox's added assets would result in anti-competitive domination of the field. The opposition has not completely subsided despite the plan to spin off Sky News.