The Impact of Dodd-Frank on Private Placements

Exclusive Interview with

James Smith, Tarter Krinsky & Drogin LLP

With the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act last year, there were sweeping changes in the regulation of the financial markets.  While much of the attention has been on publicly traded securities, recent changes in the legislation are also having an impact on private placements.

According to James Smith, a Partner at Tarter Krinsky and Drogin LLP who focuses on complex securities and corporate transactions, there are two significant changes to Dodd-Frank that will impact companies raising capital in offerings that are except from SEC registration –  the modifications in the definition of “accredited investors” and the adoption of what are called “The Bad Boy Rules.”

In this LegalMinds interview, Smith discusses the changes to the exemptions in Rule 506 of Regulation D, the “most relied upon exemption from registration,” and how they will impact individual investors, as well as institutional investors such as bank, mutual funds, hedge funds and large corporations.

Companies may be faced with significant challenges under the changes to Dodd-Frank, says Smith. “For closely held companies, it may not be quite as difficult.  But for publicly held companies or private companies with a significant stockholder base, it will be much more difficult to comply with some of these rules.” He adds that “ultimately, it’s going to come down to how the SEC shapes these definitions in its final rules.”

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James G. Smith
Partner, Tarter Krinsky & Drogin LLP

James G. Smith is a Partner at Tarter Krinsky & Drogin LLP. He focuses on complex securities and corporate transactions, investment management and corporate law.

Mr. Smith’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.

Mr. Smith is a member of the Business Law Sections of the American and California State Bar Associations. 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.


Banking and Finance
Corporate and Securities


New York


Golden Gate University School of Law, J.D. 1992
California State University at Hayward, B.S. 1988, M.B.A. 1991


1350 Broadway
New York, NY 10018
(212) 216-8060 

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Tarter Krinsky & Drogin LLP is a full-service law firm dedicated to smart counsel and strong client relationships.  We offer the diverse practice areas of a large firm, coupled with superior service and personal attention.  We are distinguished by the breadth and depth of our experience and by a level of sophistication unusual for a firm of our size.

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