HBOS shareholders will vote on the deal on 12 December
The Competition Appeal Tribunal has rejected a legal challenge to the takeover of Halifax Bank of Scotland (HBOS) by Lloyds TSB.
The tribunal in London was asked to decide whether the government had been right to bypass competition concerns in allowing HBOS to be rescued.
The case was brought by a group of customers, shareholders and businessmen called the Merger Action Group (MAG).
HBOS shareholders will vote on the takeover deal on Friday.
The two-day tribunal hearing in London was held under Scottish law.
The UK government gave the green light to the takeover on 31 October.
It overruled competition concerns raised by the Office of Fair Trading.
Business Secretary Lord Mandelson said at the time the public interest of "preserving the stability of the financial system" outweighed any potential anti-competitive effects.
Lloyds TSB shareholders backed the deal at a meeting in Glasgow on 19 November.
If the deal is completed, it will lead to the creation of a banking giant with 145,000 staff and 3,000 branches.