James G. Smith

Partner

P 212.216.8060   F 212.216.8001
1350 Broadway
New York, NY 10018

 
P 212.216.8060   F 212.216.8001   jsmith@tarterkrinsky.com

James (Jim) G. Smith is a partner in our Commercial Finance, Corporate and Securities, Corporate Investigations, COVID-19, International, Investment Management Practice and Qualified Opportunity Zones Groups. Drawing on over 25 years of experience, Jim’s practice focuses on complex securities and corporate transactions, investment management and corporate law.

His practice includes advising opportunistic and strategic investors in acquisitions, joint ventures and dispositions. Jim guides purchasers and sellers through the acquisition process, both domestic and international. He has closed acquisitions and dispositions for clients in many asset classes, including real estate, energy, technology, hospitality, apparel, consumer goods, consulting and financial services. Jim frequently structures synthetic arrangements and transactions to meet the goals of his clients.

Jim’s investment management experience includes the formation and representation of hedge funds, private equity funds and venture capital funds. Jim has advised a broad spectrum of investment fund managers in many trading strategies and asset classes, including private equity, venture capital and real estate funds. He guides investment managers to structure their management firms and launch their investment funds. He advises investment funds on transactions from the negotiation of terms, documenting investments closing through investment disposition.

Jim’s securities and experience include representing issuers, underwriters and investors in public and private offerings, SEC reporting and compliance and corporate governance matters. Jim represents the U.S. and foreign issuers in startup, early-stage and other venture capital financings, private placements, public offerings, PIPES and other structured financings.

Representative matters include:

  • Represented numerous investment managers in fund formation of various asset classes, including long/short hedge, real estate, mortgage, film, rare coin and racehorse funds and commodity pools.
  • Represented investment group in acquisition of European marina and real estate development project.
  • Represented international apparel company in asset acquisition of California-based swimwear company.
  • Represented investment fund in structuring joint venture to develop and operate biofuel energy plant in Japan. 
  • Represented international investment banking firm in private placement of parent company’s equity interests. 
  • Represented New York accounting firm in sale to regional accounting firm. 
  • Represented investor group in structuring funds for multiple qualified opportunity zone development projects. 
  • Represented investor in structuring investment in qualified opportunity zone biogas project. 
  • Represented fund manager in launching Asian-based private equity fund. 
Education
  • California State University at Hayward, B.S. 1988, M.B.A. 1991
  • California State University at Hayward, M.B.A. 1991
  • Golden Gate University School of Law, J.D. 1992
Admissions
  • New York
  • California
Memberships
  • American Bar Association, Business Law Section
  • California State Bar Association, Business Law Section
Articles

Jim's recent articles include:

  • The TKD Securities Ticker: 'Non-Accelerated Filers' Excused From Attestation Report
  • A New Withholding Tax Created
  • U.S. Supreme Court Limits Extraterritorial Application of Federal Securities Laws
  • The TKD Advisor: New Rule for Investment Bankers: The Series 79 Banking Exam
  • SEC Amends Custody Rule for Investment Advisers
  • The TKD Advisor: Going Out on Your Own: Portability of Performance
  • SEC Rejects FINRA's 'Should Have Known' Theory in 'Selling Away' Case
  • SEC Changes Rule 144, Shortens Holding Period
  • The TKD Securities Advisor - February 2008
  • The TKD Advisor: SEC Grants Blue Sky Exemption for NASDAQ Capital Market Companies
  • The TKD Advisor: Regulatory Risks Become Opportunities for PIPES Investors
  • SEC Adopts New Executive Compensation Disclosure Rules
  • Court Rejects SEC Rule Requiring Investment Advisor Registration For Hedge Fund Managers
  • SEC Extends Compliance Date For Internal Control Over Financial Reporting
  • SEC Adopts New Rules on Public Shells
  • Recent SEC Enforcement Action Highlights Short Sales
  • Conversion Caps - A Primer
  • Update the "Boiler Plate" Provisions in Your Investment Agreement
  • SEC Expands Investment Advisor Registration For Hedge Fund Managers
  • SEC Adds Additional Form 8-K Disclosure Requirements
  • SEC Adopts New Disclosure Rules Regarding Nominating Committee Functions
  • SEC Adopts Changes to Rule 10b-18
  • Audit Committees and Auditor Engagement
  • Ethics Under Sarbanes-Oxley

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

    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.  

News

  • Tarter Krinsky & Drogin Launches Corporate Investigations Group

    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.

  • Firm Represents Investors in High Line Commercial Project

    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.

  • Firm Represents Iona College in $5 million Bond Transaction

    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.

  • Firm Represents The Masters School in Bond Offering and Construction Matters

    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.

  • Iona College Secures $35 Million Bond Closing

    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 Smith Interviewed On Legal Minds TV About Impact Of Dodd-Frank On Private Placements

    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. 

  • Client Closes on Partial Sale of Investment in Technology Start-up

    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.

  • Client Acquires Investment Group

    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. 

  • Client Serves as Financial Advisor in $6 Million Sale of Armored-Vehicle Manufacturer

    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 Closes Loan in Utah Real Estate Deal

    Tarter Krinsky & Drogin closed a secured loan as part of the purchase and development of 1,400 acres of land in Utah.

  • Client Sells Interest in Real Estate Development Company

    Tarter Krinsky & Drogin’s client, a New York City real estate developer, recently sold an LLC interest in a real estate development company.

  • Jim Smith Tours China with New York and China-Based Financial Advisors

    James Smith, a corporate partner, toured China with New York and China-based financial advisors. 

Events

  • SBA Issues Procedural Notice Regarding Changes of Ownership

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.
    On October 2, 2020, the SBA released a procedural notice (Notice) – available here – addressed to SBA employees and PPP lenders clarifying the required procedures for changes of ownership of an entity that has received PPP funds.

  • SEC Provides Supplemental Guidance on Voting Responsibilities of Investment Advisers

    On July 22, 2020, the Securities and Exchange Commission (SEC) amended its proxy solicitation rules regarding proxy advisers. In general, these amendments codify the SEC’s position that proxy adviser’s voting advice constitutes a “solicitation” under the federal securities laws proxy rules.

  • Paycheck Protection Program Extended Through August 8, 2020

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

  • Federal Reserve Bank of Boston Announces Main Street Lending Program Is Fully Operational

    The Federal Reserve Bank of Boston announced the Main Street Lending Program is “now fully operational, ready to purchase participations in eligible loans that are submitted to the program by registered lenders.”

  • SBA Issues New Interim Final Rule for Paycheck Protection Program– Guidance Your Business Should be Aware Of

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

  • Internal Revenue Service Announces Relief for Qualified Opportunity Zone Investors

    On June 4, 2020, the Internal Revenue Service issued Notice 2020-39, which provides temporary relief to qualified opportunity funds (QOFs) and their investors as a result of the COVID-19 pandemic.

  • Federal Reserve Bank of Boston Modifies Main Street Lending Program

    The Federal Reserve Bank of Boston announced changes to the Main Street Lending Program (Program) to allow more small and medium-sized businesses to be able to participate in the Program. 

  • Federal Reserve Advances Towards Launching Main Street Lending Program

    The Federal Reserve recently announced that the Federal Reserve Bank of Boston has set up the special purpose vehicle (SPV) to purchase participations in loans originated by eligible lenders under the Main Street Lending Program (Program). In addition, Program loan participation agreement, form borrower and lender certifications, and other required form agreements are now available on the Federal Reserve Bank of Boston’s Main Street Lending Program Forms and Agreements website. The Federal Reserve also updated its Frequently Asked Questions (FAQs), dated May 27, 2020.

  • Amendment to CARES Act and PPP Loan Forgiveness

    On June 5, 2020, President Trump signed H.R. 7010 (the Bill), which the Senate had unanimously passed. The Bill amends several provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and the Paycheck Protection Program (PPP).

  • Alternative Loan Options For Certain Small Businesses, Non-Profits and Landlords in New York State

    For certain small businesses, non-profits and landlords who did not receive a Paycheck Protection Program loan or an Economic Injury Disaster Loan from the Small Business Administration, New York State is making available loans under the New York Forward Loan Fund (NYFLF). The NYFLF is a new economic recovery loan program aimed at supporting New York State’s small businesses, non-profits and landlords as they reopen after the COVID-19 outbreak and New York State on PAUSE.

  • New York City Council Passes Suspension of Personal Guarantees for Certain Commercial Tenants

    On May 26, 2020, New York City Mayor Bill de Blasio signed the City Council’s bill No.1932-A (the Personal Liability Bill). The Personal Liability Bill adds a new section 22-1005 to the administrative code of the City of New York, suspending the enforcement of personal liability provisions for certain commercial tenants affected by the COVID-19 crisis.

  • Main Street Loans: How Much May a Company Borrow?

    Federal Reserve Chairman Jerome Powell announced on May 19, 2020, before a Senate Committee that the Main Street Lending Program (Program) is anticipated to be launched around the end of May. Prospective borrowers should be preparing for making loan applications with participating lenders when the Program commences.

  • SBA Releases Additional PPP Loan Review Guidance

    On May 22, 2020, the Small Business Administration (SBA), in consultation with the U.S. Department of Treasury, published an interim final rule (the Review Guidance) to supplement previous Paycheck Protection Program (PPP) loan forgiveness guidance. The Review Guidance is intended to establish the standards by which the SBA will investigate whether a loan met program requirements and the circumstances under which it will be released from liability on a guarantee for such a loan.

  • SBA Releases Additional PPP Loan Forgiveness Guidance

    On May 22, 2020, the Small Business Administration, in consultation with the U.S. Department of Treasury, published an interim final rule to supplement previous Paycheck Protection Program loan forgiveness guidance.

  • Eligibility Requirements for Federal Reserve’s Main Street Lending Program

    Federal Reserve Chairman Jerome Powell announced on May 19, 2020, before a Senate Committee that the Main Street Lending Program (Program) is anticipated to be launched around the end of May. Prospective borrowers should be preparing for making loan applications with participating lenders when the Program commences.

  • SBA Releases PPP Loan Forgiveness Application and Instructions

    On May 15, 2020, the Small Business Administration, in consultation with the U.S. Department of Treasury released the Paycheck Protection Program (PPP) Loan Forgiveness Application (the Forgiveness Application) and detailed instructions for the Forgiveness Application. To apply for PPP loan forgiveness, the borrower must complete the Forgiveness Application and submit the completed application and required documentation to its lender.

  • SBA Extends Good Faith Certification Safe Harbor Until May 18, 2020 and Loan Increases for Certain Partnerships

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.
    As the PPP went into immediate effect without the standard comment period, the SBA continues to issue additional guidance in the form of Frequently Asked Questions (FAQs) and responses as well as Interim Final Rules (IFRs). The most recently updated FAQs, current as of May 13, 2020, are available here and the most recently issued IFRs are available here. Importantly, the U.S. government will not challenge lender PPP actions that conform to the FAQs, and to IFRs and any subsequent rulemaking in effect at the time.

  • SBA Issues Additional Guidance on Good Faith Certification

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

  • New York Extends Moratorium on Evictions and Tolling of Statute of Limitations

    On May 7, 2020, New York State Governor Andrew Cuomo signed Executive Order No. 202.28 (the Executive Order), extending the existing moratorium on evictions and foreclosures for an additional 60 days. The Executive Order also extended time periods set forth in certain prior executive orders, including tolling all statutes of limitations until June 6, 2020.

  • SBA Issued Additional FAQ on Paycheck Protection Program on May 6, 2020 – Guidance Your Business Should Know

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

    As the PPP went into immediate effect without the standard comment period, the SBA continues to issue additional guidance in the form of Frequently Asked Questions (FAQs) and responses. The most recently updated FAQs, current as of May 6, 2020, are available here. Importantly, the government will not challenge actions that borrowers and lenders take consistent with the guidance in effect at the time.

  • SBA Issues Additional FAQ on Paycheck Protection Program

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.

  • Revisions Announced to Main Street Lending Program

    The U.S. Federal Reserve announced revisions to the Main Street Lending Program to facilitate lending to small and medium-sized businesses by eligible lenders. The U.S. Department of Treasury, using funds appropriated under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) will invest $75 billion in a special purpose vehicle (SPV) established by the Board of Governors of the Federal Reserve, which, along with a loan commitment from the Federal Reserve to the SPV, will enable up to $600 billion in new financing for eligible small and mid-sized businesses.

  • IRS Issues Notice on Deductibility of Expenses Paid with Forgiven PPP Money

    On April 30, 2020, the Internal Revenue Service (IRS) issued Notice 2020-32, which provides that no deduction is allowed for expenses paid with loan money forgiven under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).

  • U.S. Department of Treasury Issues Guidance on PPP Loan Audits

    On April 29, 2020, the U.S. Department of Treasury issued an updated FAQ. Notably, Q39 confirms Treasury Secretary Steven Mnuchin’s public statement that the SBA will audit all Paycheck Protection Program (PPP) loans in excess of $2 million upon submission of a loan forgiveness application.

  • The Paycheck Protection Program – Additional Guidance

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic.
    As the PPP went into immediate effect without the standard comment period, the SBA continues to issue additional guidance in the form of Frequently Asked Questions (FAQs) and responses. Importantly, the government will not change actions that borrowers and lenders take consistent with the guidance in effect at the time.

  • Federal Government Passes Act Providing Additional PPP and EIDL Funding – What Businesses Should Know

    The Paycheck Protection Program and Health Care Enhancement Act (the Enhancement Act) was passed on April 24, 2020, and provides $484 billion in additional funding. Critically, the Enhancement Act includes additional funding for the Paycheck Protection Program (PPP) and the Emergency Injury Disaster Loan program (EIDL), both of which had run out of funding.

  • The U.S. Department of Treasury Issues Updated Guidance on Borrower Certification

    On April 23, 2020, the U.S. Department of Treasury (Treasury) issued an updated FAQ (the Updated Guidance) with one additional Q and A (Q31) that addresses the required certification that “current economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.” The Updated Guidance emphasizes that a borrower must assess its economic need for a PPP loan at the time of its application in addition to reviewing applicable affiliation rules to determine eligibility.

  • The Paycheck Protection Program – How to Obtain Forgiveness of Your Loan and Answers to Commonly Asked Questions

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), a newly created loan program intended to allow employers to continue to pay their employees and assist with certain other expenses.

  • New York State Attorney General Proposes Changes to New York's Securities Offer

    At the end of March 2020, the New York State Attorney General announced temporary relief to meet certain filing deadlines for investment advisers, brokers, dealers, salespersons, commodity broker-dealers, commodity salespersons, commodity investment advisers. In general, any registration renewal, amendment or other required filing that would have been due between March 1, 2020, and April 30, 2020, is extended by 90 days.

  • Our Top 10 Legal Alerts from 2018

    As we start a new year, we would like to share with you some of our most popular legal alerts from 2018. Our top-read alerts range from construction, corporate and securities, labor and employment, tax and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.

  • Delaware LLC Agreements: Beware Relying on the Implied Contractual Covenant of Good Faith and Fair Dealing

    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.

  • New Law Creates New Venture Capital Fund Exemption Under Investment Company Act of 1940

    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.

  • SEC Enforcement Actions Alert Private Fund Advisers to Form PF Requirements

    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.

  • SEC Provides Relief for Global Investment Advisers to Comply with EU Markets in Financial Instruments Directive II

    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).

  • SEC Risk Alert Highlights Most Frequent Investment Adviser Advertising Rule Violations

    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.

  • SEC Provides Guidance on Use of SPVs and Custody Rule

    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.

Education
  • California State University at Hayward, B.S. 1988, M.B.A. 1991
  • California State University at Hayward, M.B.A. 1991
  • Golden Gate University School of Law, J.D. 1992
Admissions
  • New York
  • California
Memberships
  • American Bar Association, Business Law Section
  • California State Bar Association, Business Law Section
Articles

Jim's recent articles include:

  • The TKD Securities Ticker: 'Non-Accelerated Filers' Excused From Attestation Report
  • A New Withholding Tax Created
  • U.S. Supreme Court Limits Extraterritorial Application of Federal Securities Laws
  • The TKD Advisor: New Rule for Investment Bankers: The Series 79 Banking Exam
  • SEC Amends Custody Rule for Investment Advisers
  • The TKD Advisor: Going Out on Your Own: Portability of Performance
  • SEC Rejects FINRA's 'Should Have Known' Theory in 'Selling Away' Case
  • SEC Changes Rule 144, Shortens Holding Period
  • The TKD Securities Advisor - February 2008
  • The TKD Advisor: SEC Grants Blue Sky Exemption for NASDAQ Capital Market Companies
  • The TKD Advisor: Regulatory Risks Become Opportunities for PIPES Investors
  • SEC Adopts New Executive Compensation Disclosure Rules
  • Court Rejects SEC Rule Requiring Investment Advisor Registration For Hedge Fund Managers
  • SEC Extends Compliance Date For Internal Control Over Financial Reporting
  • SEC Adopts New Rules on Public Shells
  • Recent SEC Enforcement Action Highlights Short Sales
  • Conversion Caps - A Primer
  • Update the "Boiler Plate" Provisions in Your Investment Agreement
  • SEC Expands Investment Advisor Registration For Hedge Fund Managers
  • SEC Adds Additional Form 8-K Disclosure Requirements
  • SEC Adopts New Disclosure Rules Regarding Nominating Committee Functions
  • SEC Adopts Changes to Rule 10b-18
  • Audit Committees and Auditor Engagement
  • Ethics Under Sarbanes-Oxley

James Smith

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