To hear William J. Sweet Jr. talk, the merger of Travelers Group and Citicorp is almost a regulatory cakewalk.
"It is clearly authorized," said Mr. Sweet, the lawyer hired to win the Federal Reserve Board's approval of the blockbuster $70 billion deal.
Then why is the deal drawing flak from so many quarters? Lawmakers, consumer activists, columnists, and others have slammed the two companies for proposing a merger that eventually needs an act of Congress.
In his April 16 New York Times column, William Safire wrote: "With remarkable chutzpah, these companies have embarked on a course that blithely assumes" Congress will permit cross-industry mergers.
But Mr. Sweet, a partner at Skadden, Arps, Slate, Meagher & Flom, dismissed the rebukes.
"It will become clear that the Fed does not have to do anything it has not done before," Mr. Sweet predicted. "This happens to be a deal that amazingly does not have as many issues as most people assume."
The 46-year-old lawyer's cool demeanor should not be surprising; he is a well-connected Fed veteran.
After graduating from Georgetown University Law Center, Mr. Sweet worked at the Fed in the late 1970s with J. Virgil Mattingly, who is now the central bank's general counsel.
Mr. Sweet was drawn away from the Fed to the Washington office of the Arnold & Porter law firm by John D. Hawke Jr., who is now Treasury under secretary for domestic finance. Mr. Sweet made the move to the M&A powerhouse Skadden Arps in 1983.
With 1,200 lawyers, Skadden Arps is the nation's third-largest law firm. One of its partners, Kenneth J. Bialkin, has been friends with Travelers' chief executive Sanford I. Weill for decades. Though New York partners like Mr. Bialkin put the deal together, the firm's Washington lawyers, led by Mr. Sweet, must get it past the regulators.
In his corner office, overlooking the White House, Mr. Sweet's desk is covered by nearly a dozen stacks, some two feet tall.
"People are here day and night," he said. "There is a lot to get done in a very short amount of time. The CEOs of these companies want this completed sooner rather than later."
To keep the junior lawyers fueled, Mr. Sweet's office is stocked with dozens of boxes of Girl Scouts cookies. By his door sits a large bowl of M&M candies .
The merger partners succeeded in keeping their history-making deal a secret because so few people knew about it before the April 6 unveiling. The Skadden Arps lawyers in the know referred to the companies only as "red," and "blue," their corporate colors.
The application for Travelers to acquire Citicorp and then convert to a bank holding company is expected to reach the Fed in early May. It will probably include about 50 pages describing the managerial, financial, and community reinvestment aspects of the deal. Attached will be many of the financial disclosures that the two companies regularly file with the Securities and Exchange Commission.
"We have no plan to have the Fed to approve anything they have not approved in the past," he said. "Apart from its size and scope, this doesn't really have a large number of controversial issues."
Any firm converting to a bank holding company automatically gets two years to comply with laws barring banking companies from underwriting insurance, Mr. Sweet said.
Regulators will not require the merged Citigroup to try and sell the businesses during this two-year period, Mr. Sweet said. What's more, Citigroup should easily meet the standard for three one-year extensions if Congress does not change the law to permit cross-industry mergers.
Now that work on the application is under way, eight lawyers here and dozens more in Skadden Arps' New York office are involved.
"Obviously when it is the largest deal in history you don't want anything to go wrong," he said. "We spend a lot of time trying to identify and resolve issues."
While the Washington lawyers are focused on the Fed, much of the work in New York is centered on securing approval from insurance regulators in Arizona, New York, New Jersey, and Delaware, the four states where Citibank has insurance licenses.
Robert J. Sullivan, the Skadden Arps partner in charge of the insurance side of the deal, said the filings must convince regulators that Travelers has the financial and managerial resources necessary to operate these insurance firms.
This should be a relatively easy hurdle to clear because Travelers already holds numerous insurance licenses and is financially strong, Mr. Sullivan said. "The insurance regulatory issues are not in any respect novel or unique," he said. "It is rather straightforward."
Mr. Sullivan is working closely with Travelers Group general counsel Charles Prince and Donald B. Henderson Jr., a partner at the New York law firm LeBoeuf, Lamb, Leiby & MacRae who represents Citicorp.
Although Bank Holding Company Act provisions authorizing the two-year window and three years' worth of extensions have been in place since 1970, Mr. Sweet said banks could not take advantage of them until federal regulators began doing their own deregulating about five years ago.
Gone are strict limits on underwriting commercial securities, bars on municipal revenue bond underwriting, severe restrictions on the sale of insurance and annuities, and lengthy application procedures, Mr. Sweet said.
"Deregulation is very important," agreed E. Gerald Corrigan, the former Federal Reserve Bank of New York president, who is now a managing director at Goldman, Sachs & Co. "None of these transactions, including the more conventional bank-to-bank transactions such as NationsBank and BankAmerica, could have occurred 10 years ago."
"Regulators are saying we don't need to be second-guessing you on corporate decisions," said Diane M. Casey, national director of financial services at Grant Thornton. "That is not a mind-set that existed even as recently as 1991 or 1992."
Mr. Sweet singled out the Fed's decision last year to more than double to 25% the amount of revenue that banks' section 20 units may earn by underwriting corporate securities.
"Given the importance of Salomon Smith Barney to Travelers Corp., that authority was a major plus," Mr. Sweet said. "The old 10% threshold would have been very difficult."
The Fed also has eased many of the firewalls that prevented bank employees from also working for the securities underwriting unit, he said. This former restriction, which did not apply to nonbank securities firms, drove up costs for section 20 units, making it harder for them to compete.
"The Fed has now allowed bank-affiliated securities firms to operate on a basis that is much more similar to competitors who are not regulated by the Federal Reserve," he said.
The Office of the Comptroller of the Currency's rulings on insurance sales also have been crucial, Mr. Sweet said. The OCC has successfully defended efforts by state regulators to bar banks from selling annuities and insurance.
Without this authority, Citigroup would be unable to offer Travelers insurance products in many of its branches, reducing the synergies that drove the deal. "This gives us greater flexibility in the insurance agency area," Mr. Sweet said. "It is important."
The Fed also streamlined its applications process, cutting out unnecessary filings and expediting reviews. The result is that processing time has fallen from nearly a year in some complex deals to just a few months, he said.
"Time is important in transactions," he said. "If it takes a long time, it injects greater uncertainty into the transaction. That is something companies are loath to have."