Topic Background:
What is a Security Token?
From Investopedia
A security token is a portable device that authenticates a person’s identity electronically by storing some sort of personal information. The owner plugs the security token into a system to grant access to a network service. Security tokens are issued by Security Token Services (STS), which authenticate the person’s identity. (Read more: Security Token Definition | Investopedia https://www.investopedia.com/terms/s/security-token.asp#ixzz5B3rpA61m)
Tokenized Security Offerings Information and Resources:
Funding: https://gatewaycapitalx.com
Cryptocurrency: https://www.wardandsmith.com/practice-areas/cryptocurrency
Blockchain: https://www.wardandsmith.com/practice-areas/blockchain
Guest Bios:
James Verdonik, Attorney
(Contact Jim via email: JVF@WardandSmith.com)
Jim leads the firm’s Securities practice. He focuses his practice on matters involving corporate and securities law. He advises entrepreneurs, businesses, and investors about how to combine the best business and legal strategies when raising capital, commercializing technology and growing and selling their businesses. Jim also assists investors and entrepreneurs in negotiating investment terms and other transactions.
Jim’s transactional work includes public and private securities offerings, venture capital investments, mergers and acquisitions, and corporate partnership transactions on behalf of both public and private companies. He has advised companies in more than a billion dollars of capital raising transactions. Jim has extensive experience with clients in both the biotechnology and information technology industries. Jim regularly counsels boards of directors, company founders, management teams, shareholders, and investors in public and private companies about their relationships with one another on matters that include director fiduciary duties, shareholder rights, corporate governance, securities disclosure issues, management compensation, and conflicts of interest.
Jim’s book Crowdfunding: A Legal Guide to Investment and Platform Regulation (Thomson Reuters 2016) analyzes securities laws through the prism of Crowdfunding capital raising practices. He writes a column about business and legal issues for Triangle Business Journal, which has been republished by several dozen newspapers around the country, including in the country’s primary technology centers, such as Boston and Silicon Valley. Jim has served on advisory boards to two governors about state policies to encourage the growth of technology businesses. He authored a North Carolina a statute that granted tax credits to investors in technology companies and other entrepreneurial businesses and provided advice to drafters of North Carolina’s crowdfunding law. He has been rated by his peers as being “preeminent” in his fields of law.
Education
- J.D., cum laude, Fordham University School of Law, 1977. Fordham Law Review.
- B.A., Fordham University, 1971
Representative Experience
- A dozen initial public offerings and many other secondary offerings – primarily for technology and science related businesses
- Dozens of venture capital, private equity, angel and other investments ranging in size from $100 thousand to $20 million
- Crowdfunding offerings and advice to Crowdfunding Platforms
- Mergers and acquisitions of both private and public companies
- Two proxy contests for public companies
- Multiple PIPES transactions for small public companies ranging from $1 million to $10 million
- Multiple public shell mergers and SPAC transactions
- Commercial loan transactions ranging from $5 million to $50 million
- License transactions with over $1 billion in royalty and milestone payments
- Proxy statements, Annual Reports on Form 10-K and other disclosure documents filed with the SEC for more than two dozen public companies
- Advising Boards of Directors and Special Committees about fiduciary duties in major transactions, including M & A transactions, conflicts of interest, and bankruptcy.
Honors and Distinctions*
- Council for Entrepreneurial Development’s “Outstanding Service Provider Award”
- Greater Raleigh Chamber of Commerce’s “Outstanding Service to the Business Community Award”
- The Best Lawyers in America, 1995-2018
- “Legal Elite,” Business North Carolina, 2007
- “Super Lawyer,” North Carolina Super Lawyers, 2006-2007
Professional and Community Affiliations
- Council for Entrepreneurial Development (former member, board of directors)
- Greater Raleigh Chamber of Commerce (former chairman, Venture Capital Task Force)
- National Association of Corporate Directors (former member, board of advisors for the Research Triangle Chapter)
- North Carolina Bar Association — Sections: Business Law; Corporate Counsel; Intellectual Property Law
- North Carolina Technology Association (member, Board of Advisors)
Admitted to Practice
- North Carolina, 1985
- All state courts in North Carolina
About Jim
I advise entrepreneurs, businesses, and investors about how to combine the best business and legal strategies when raising capital, commercializing technology, and growing and selling their businesses. I also assist both investors and entrepreneurs in negotiating investment terms and other transactions.
When I started practicing law in a big New York law firm, most of the lawyers there dealt with securities law as a big part of their practice. So, I became a securities lawyer by working with about a hundred securities law teachers. Many of the partners had worked inside the Securities and Exchange Commission. They taught me how regulators look at securities issues, which helps me keep clients out of jail. Most were very practical lawyers, but the partner who clerked for a Supreme Court Justice and taught securities law at Yale taught me the value of understanding legal theory. Having a theoretical framework allows you to get to efficiently plow through thousands of facts to focus on what is most important. In the law business saving time saves money for clients. Over the years I have borrowed tricks of the trade from many lawyers both in my own firm and from other firms. All these tricks of the trade have enriched my theoretical framework. I recently formalized that framework in a book called Crowdfunding: A legal Guide to Investment and Platform Regulation published by Thompson Reuters. The book analyzes securities laws in light of 21st Century technology and business practices.
I have been working on technology and science based transactions since I started practicing law. In most of the deals I did in New York we represented investment bankers and venture capital investors in technology, biotech and the science industries. So, it was natural that when I moved to Research Triangle, NC, I gravitated toward the same industries. Now I represent both investors and companies raising capital. Life is more fun when you get the opportunity to do deals from both sides of the table.
Aside the training I mentioned above, securities law is all about telling the truth. I grew up in a family where truth-telling was sometimes taken to painful limits. My wife, Pam, can tell you how surprised she was when she met her prospective in-laws. So, by nature or nurture or both, being a securities lawyer suits me. But that is only part of the picture. When I help businesses describe themselves to investors, we are writing a story – the story of why that business and the investors belong together. Securities law requires the story to be true. Selling the deal requires creatively incorporating truth into a cohesive story. I think I’m very good at writing these truthful stories that bring businesses and investors together. You can check out my story telling skills here http://www.bizjournals.com/search?q=Verdonik where my columns about business, law, and technology has been published for twenty years.
Benji Jones, Attorney
(Contact Benji via email: btjones@WardandSmith.com)
Corporate attorney Benji Taylor Jones recently joined the Raleigh office of Ward and Smith. She has been a trusted counselor to numerous private and public companies in a variety of corporate and securities law matters for nearly two decades. Most recently, she’s been focusing her practice on crowdfunding and fin-tech financings. Benji played a critical role in the passage of North Carolina’s intrastate crowdfunding exemption (NC PACES). She represented the only platform offering peer2peer real estate loans under Regulation A and the first NC company to conduct a Regulation Crowdfunding campaign under Title III of the JOBS ACT. Benji is on the forefront of crowdfunding offerings in North Carolina.
Additionally, Benji advises public and private companies on a broad spectrum of legal issues affecting businesses. She regularly represents clients in public equity and debt offerings, traditional private placements and repurchase programs, public company securities compliance, corporate formation and governance, early stage financing for start-up and growth companies, mergers and acquisitions and strategic contracting.
Benji teaches as an adjunct professor and as a guest lecturer at local area universities and law schools. She regularly speaks and writes on crowdfunding, the JOBS Act, and related matters. While in law school, Benji was on the staff and editorial board of the Columbia Law Review, externed for the Honorable Shira Schiendlin of the Southern District of New York, worked at Cleary, Gottlieb, Steen and Hamilton in New York City, and clerked for the Italian law firm of Ughi e Nunziante in Rome.
Education
- Columbia University, J.D., Harlan Fiske Stone Scholar, 1998
- New York University, M.A., 1996
- Southern Methodist University, B.F.A., 1991
Representative Experience
- Represented first North Carolina company to launch a Title III Regulation Crowdfunding offering
- Advised a real estate micro-lending crowdfunding platform in qualification with the SEC and NASAA of Tier 1 Regulation A offering
- Counseled a global provider of biopharmaceutical development services and commercial outsourcing services in its $1.1 billion initial public offering and listing on the New York Stock Exchange
- Advised a global CRO business in the staged acquisition of the leading interactive response technology provider for $75 million in value
- Counseled a leading international developer of video games and game engine software in significant minority investment by a Chinese internet company
- Represented a global biopharmaceutical services company with its $525 million offering of senior notes and a related holding company reorganization and spinoff of a subsidiary to its shareholders
- Represented a global solid state LED lighting and semiconductor manufacturing company with the acquisition of a privately held company (valued at approximately US $200 million) and related fairness hearing before the Securities Division of the North Carolina Secretary of State
- Counseled a global biopharmaceutical services company in connection with a private equity transaction that reconstituted the company’s ownership and provided liquidity to its existing security holders
- Advised a multinational manufacturer and supplier to the papermaking industry in connection with a private placement of $240 million of senior notes and subsequent exchange offer for registered notes
- Represented a major convenience store chain with a refinancing of senior credit facilities and tender offer and consent solicitation of outstanding senior secured notes
- Advised a venture capital funded agricultural biotechnology company in a $400 million sale to public company in a cash and milestone based transaction
Benji is also a regular speaker and author. Some recent articles and appearances include:
- “North Carolina Forges Ahead With Intrastate Crowdfunding” (Locavesting, April 7, 2017)
- “NC PACES UPDATE: Regulators Propose Groundbreaking Rules for Local Offerings by North Carolina Companies” (WRAL TechWire, March 10, 2017, Login Required)
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Panelist, “Future of North Carolina Forum,” NC Chamber of Commerce in Cary, December 2016
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Panelist, “Learn How to Use Crowdfunding for Your Project,” SEED@ECU Crowdfunding Seminar in Greenville, November 2016
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Speaker, “Crowdfunding,” 77th Annual NCACPA Symposium in Greensboro, November 2016
- “Crowdfunding News: SEC fixes significant potholes for intrastate offerings” (WRAL TechWire, October 28, 2016, Login Required)
- Speaker, “Changes in NC Crowdfunding Laws/PACES Act,” Triangle Food Maker at American Underground in Durham, September 2016
- Panelist, “Crowdfunding,” The Muster RDU in Cary, September 2016
- Speaker, “Understanding Crowdfunding – The New Option for Local Financing in N.C.” HQ Charlotte, August 2016
- “NC’s crowdfunding law: What it means, an attorney’s view” (WRAL TechWire, June 29, 2016, Login Required)
Honors and Distinctions
- The Best Lawyers in American, 2018
- “Editor’s Choice” Award, WRAL TechWire Annual Awards, 2017
Professional and Community Affiliations
- American Bar Association
- North Carolina Bar Association
- Wake County Bar Association
- Member on the board of directors of several non-profit arts organizations
Admitted to Practice
North Carolina
About Benji
Don’t be surprised if you are out at a Triangle theater production, and happen to spot me on the stage. I sometimes perform, and enjoy it immensely.
