James G. Smith is a Partner at Tarter Krinsky & Drogin LLP. He focuses on complex securities and corporate transactions, investment management and corporate law.
Jim's broad range of corporate and securities experience includes representing issuers, underwriters and investors in public and private offerings, PIPES, structured and asset-based financings, SEC reporting and compliance and corporate governance matters. His investment management experience includes formation and representation of hedge funds, private equity funds and venture capital funds. His corporate practice includes mergers and acquisitions and formation of partnerships and joint ventures.
He has been published in professional journals such as the Columbia Business Law Review, Warren Gorham & Lamont, and the Business Law Journal of the University of Miami.
Jim's recent articles include:
What's on my iPod:
Pearl Jam - Unknown Thought
Favorite sports team:
Commack Colt's - my son's team
Quote i live by:
I have competed well; I have finished the race; I have kept the faith (2 Tim. 4:7)
apple seeds LLC is a growing organization that provides indoor playground facilities, classes, birthday parties and other activities. As an emerging and growing business, apple seeds needed a business-minded legal partner who understood the challenges of being a middle market business. They needed help building the company from the ground floor up, and providing a solid foundation for future growth.
Leading mid-size, full-service law firm Tarter Krinsky & Drogin recently launched a Corporate Investigations practice in response to the growing needs of its clients. This practice group, comprised of multiple disciplines, focuses on conducting highly sensitive and high-profile internal investigations on behalf of individuals, as well as a wide range of private and public corporate entities from small businesses to Fortune 500 companies. The Corporate Investigations team advises clients on how to proactively address probes to mitigate reputational, brand and litigation risk, as well as design and implement corporate compliance procedures, provide training programs and audit those procedures to measure compliance.
Tarter Krinsky & Drogin represented the capital partner in the drafting and negotiation of a joint venture agreement with the development partner of a new condominium project along the High Line in New York City, and currently represents the owner in all aspects of development of the project.
We represented Iona College, a co-educational institution of higher education chartered by the Board of Regents of the University of the State of New York, in connection with a $5 million tax exempt bond offering with Wells Fargo Municipal Capital Strategies, LLC and the City of New Rochelle Corporation for Local Development.
We represented The Masters School, a coed day and boarding school for fifth through twelfth grade students, in connection with a $32 million tax exempt bond offering with the Dobbs Ferry Local Development Corporation and TD Bank, N.A.
Tarter Krinsky & Drogin represented Iona College in connection with a $35 million revenue bond transaction with the Dormitory of the State of New York to finance the construction of a three story residence hall and refund the Authority’s Iona College Insured Revenue Bonds, Series 2002.
James G. Smith, a Partner in Tarter Krinsky & Drogin’s Corporate and Securities Practice, was interviewed as part of the LegalMinds/NASDAQ Securities & Capital Market Series about the impact of “Dodd-Frank” on private placements.
On May 17, 2010, Tarter Krinsky & Drogin’s client, an offshore private investment fund, closed on a partial sale of its investment in a technology start-up company.
Tarter Krinsky & Drogin client Action Products International, Inc. (NasdaqCM: APII), a Florida-based global manufacturer and distributor of educational children’s products, recently acquired BE Overseas Investment Group LLC.
Tarter Krinsky & Drogin's client Sequence Investment Partners, LLC,A served as the financial advisor to U.S.Protected Vehicles, Inc. (PVI), a Charleston-based manufacturer of armored vehicles, to Patriarch Partners, LLC, in its sale to a private equity investment firm, for $6 million.
Tarter Krinsky & Drogin closed a secured loan as part of the purchase and development of 1,400 acres of land in Utah.
Tarter Krinsky & Drogin’s client, a New York City real estate developer, recently sold an LLC interest in a real estate development company.
James Smith, a corporate partner, toured China with New York and China-based financial advisors.
Tarter Krinsky & Drogin hosted the seminar “Investment Advisers and Hedge Funds — Impact of Regulatory Reform" which addressed how to manage the impact of these new regulations and the top issues for new and existing investment advisers and startup or existing funds.
Delaware has long been the jurisdiction of choice when forming a limited liability company. One reason is flexibility, with members themselves having the power to define their preferred relationship within their LLC agreement. Indeed, section 18-1101(c) of the Delaware Limited Liability Company Act allows members to waive any fiduciary or other duty that would otherwise apply to an LLC member or manager.
The Economic Growth, Regulatory Relief and Consumer Protection Act, signed by President Trump on May 24, 2018, expands the Section 3(c)(1) exclusion under the Investment Company Act to allow up to 250 beneficial owners of smaller venture capital funds.
On June 1, 2018, the Securities and Exchange Commission (SEC) announced settlement of enforcement actions against multiple private fund advisers for failing to file Form PF.
In three no-action letters, the SEC has provided some relief for investment advisers in complying with the European Union's overhaul of its securities regulations. Commonly referred to as MiFID II, which is set to take effect in January 2018, the directive will require investment advisers to pay for research either with its own money or through MiFID-governed research payment accounts (RPAs).
The SEC's Office of Compliance Inspections and Examinations (OCIE) issued a risk alert summarizing the compliance issues most frequently identified in SEC-registered investment advisers' deficiency letters with respect to Rule 206(4)-1 (the Advertising Rule) under the Investment Advisers Act of 1940. These issues include OCIE's examination initiative focusing on advisers' use of touting awards, promoting ranking lists, and/or identifying professional designations in marketing materials.
In June 2014, the SEC’s Division of Investment Management released an IM Guidance Update (No. 2014-07) helping investment advisers who use special purpose vehicles, or SPVs, comply with the SEC’s Custody Rule.
Jim's recent articles include: