James F. Verdonik

Securities Attorney and Advisor for Technology and Science Based Businesses
919.277.9188 919.277.9177
jfv@wardandsmith.com
Post Office Box 33009, Raleigh, NC 27636-3009

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

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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 Me

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.

* Please see the following websites for an explanation of the membership standards for the following recognitions: www.bestlawyers.com; businessnc.com/special-sections/legal-elite/; and www.superlawyers.com/north-carolina.

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