Benji has practiced law as a corporate attorney for more than 20 years, and her experience includes representing public and private companies on a broad spectrum of legal issues. Benji regularly represents businesses in public equity and debt offerings, domestic private placements, crowdfunding, other non-traditional private offerings 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. The Best Lawyers in America® has recognized Benji in Securities/Capital Markets Law since 2018 and Securities Regulation since 2019.

Benji was a founding member of xElle Ventures, an early-stage Angel Network for women founders by women founders, executives and investors and is an adjunct Professor at Campbell Law School, where she oversees the school‘s Business Law Pro Bono Clinic and teaches business law courses.

Benji is a Raleigh native with two college-aged children and enjoys yoga, scuba diving and acting in theater.

Areas of Focus



  • The Best Lawyers in America®
    • “Lawyer of the Year,” Raleigh, Securities Regulation (2021, 2023)
    • “Lawyer of the Year,” Raleigh, Securities/Capital Markets Law (2022)
    • Securities/Capital Markets Law (2018-2024)
    • Securities Regulation (2019-2024)
  • Editor’s Choice Award, WRAL Tech Wire (2017)


  • Columbia University, J.D., 1998
    • Harlan Fiske Stone Scholar
    • Notes Editor, Columbia Law Review
  • New York University, M.A., Arts Administration and Arts Education, 1996
  • Southern Methodist University, B.F.A., magna cum laude, 1991

Bar & Court Admissions


General Representation

  • Served as lead counsel for portfolio companies and investors including angels, venture capitalists and funds in venture capital financings, small private offerings, alternative financings, crowdfunding, fund formation, and other investment strategies.
  • Structured, negotiated, and drafted letters of intent, employment agreements, equity incentive plans, option agreements, private placement memoranda, joint venture and partnership agreements, licenses and other intellectual property-driven agreements, and varied industry-specific contracts.
  • Consulted and advised clients on varied corporate law matters, including stockholder rights issues, director fiduciary duty and governance issues, strategic alliances, and general contract issues.
  • Drafted, reviewed, and filed annual and period reports and registration statements under the Exchange Act and Securities Act.

Private & Alternative Financing Transactions

  • Advised NC legislative sponsors on the drafting and passing of North Carolina’s intrastate crowdfunding law (NC PACES Act) and participated in rule-making that developed the Local Public Offering exemption.
  • Founder and advisor of early-stage Angel Network for women founders by women founders, executives and investors.
  • Oversaw the fund formation, private offering and closing of a $30M+ venture capital fund.
  • Strategic advice for Regulation A+ offering by AZ-based on-line giving platform.
  • Counseled and prepared documentation for various N.C. businesses conducting exempt offerings under the Local Public Offering rules of the NC PACES Act.
  • Securities counsel and strategic advisor to secondary trading platform software developer.
  • Represented:
    • The first North Carolina company to launch a Title III Regulation Crowdfunding offering with a target raise of $1M.
    • A real estate micro-lending crowdfunding platform in qualification with the SEC and NASAA of Tier 1 Regulation A continuous offering; continued filings of supplements and post-qualification amendments.
    • Restaurant delivery app developer in +$300,000 through the sale of SAFEs in Title III Regulation Crowdfunding offering recently launched and closed during COVID-19.
    • A global biopharmaceutical services company in connection with a private equity transaction that reconstituted the company’s owners and provided liquidity to its existing security holders.
    • Award winning edge computing platform in raising over $6M in convertible notes and related advice on tokenizing equity.
    • A new accredited investor investment portal.
    • An RTP-based company in connection with varied dividend and share repurchase programs.
    • CA-based gaming software developer in connection with SAFE offering with Japanese private equity firm and related corporate clean up and re-incorporation to Delaware.
    • The women-only angel network first investment in local business.
    • Various NC based venture capital investments through convertible notes, preferred and series seed equity investments.

Public Company & Finance

  • Represented:
    • A global provider of biopharmaceutical development services and commercial outsourcing services in its $1.1B IPO and listing on the NYSE.
    • A major convenience store chain in registering securities for secondary resale.
    • A multinational manufacturer and supplier to the papermaking industry in connection with a private placement of $240M of senior notes and subsequent exchange offer for registered notes.
    • A global biopharmaceutical services company with its $525M offering of senior notes and a related holding company reorganization and spinoff of a subsidiary to its shareholders.

Mergers & Acquisitions & Strategic Transactions

  • Advised a global CRO business in the staged acquisition of the leading interactive response technology provider for $75M in value.
  • Represented:
    • A private equity sponsored global financial services technology company in its acquisition of a leading provider of deal analytics and valuation technology and related management rollover.
    • A leading international developer of video games and game engine software in significant minority investment by a Chinese Internet company.
    • A global lighting and semiconductor manufacturing company in the acquisition of a privately held company valued at approximately $200M and in a related fairness hearing before the North Carolina Secretary of State Securities Division.
    • A major convenience store chain in refinancing of senior credit facilities, tender offer, and consent solicitation of outstanding senior secured notes.
    • A venture capital funded agricultural biotechnology company in a $400M sale to a public company in a cash and milestone-based transaction.



Publications & Alerts

Events & Programming

  • Speaking Engagement
  • Speaker, “Regulatory Pitfalls to Avoid When Crowdfunding,” SuperCrowd24, Virtual
    Speaking Engagement
  • Presenter, "Securities Regulation and its Ethical Implications," University of North Carolina Kenan-Flagler Business School’s Master of Accounting Ethics and Professionalism Course, Chapel Hill, N.C.
    Speaking Engagement
  • Speaker, "Form C-AR Webinar," Webinar hosted by raisepapers, Virtual 
    Speaking Engagement
  • Panelist, "Future of North Carolina Forum," NC Chamber of Commerce, The Umstead Hotel & Spa, Cary, N.C.
  • Panelist, "Learn How to Use Crowdfunding for Your Project," SEED@ECU Crowdfunding Seminar, Greenville, N.C.
  • Speaker, "Crowdfunding," 77th Annual NCACPA Symposium, Greensboro, N.C.
  • Speaker, "Basics of Securities Law," 2016 Basics of Business Law CLE, N.C. Bar Center, Cary, N.C.
  • Speaker, "Changes in NC Crowdfunding Laws/PACES Act," Triangle Food Maker at American Underground, Durham, N.C.
  • Panelist, "Crowdfunding," The Muster RDU, Cary, N.C.
  • Panelist, "Understanding Crowdfunding - The New Option for Local Financing in N.C.," CED Tech Venture Conference, Raleigh, N.C.
  • Co-speaker, "What's New in Crowdfunding," EntreDot: Helping Entrepreneurs Connect the Dots, Durham, N.C.
  • Speaker, "Understanding Crowdfunding - The New Option for Local Financing in N.C." HQ Charlotte, Charlotte, N.C.
  • Speaker, "Changing Financing Options for Startups: Crowdfunding, Reg A-plus & Beyond," The Frontier, RTP, N.C.
  • Speaker, "Regulation Crowdfunding: 10 Rules to Live By Post-JOBS Act," Smith Anderson Law Firm, Raleigh, N.C.
  • Speaker, "Busting the Myths of Investment Crowdfunding" 2016 NCBA Paralegal Division Annual Meeting, Greensboro, N.C.
  • Co-speaker, "Crowd Funding & New Capital Raising Options for Investors," NC Investor Day Conference, NC Biotechnology Center, RTP, N.C.
  • Speaker, "Busting the Myths of Equity Crowdfunding/Overview of Crowdfunding Securities Exemptions," 2016 Business Law and International Law & Practice Sections Joint Annual meeting
  • Sponsor and Moderator, "Nothing Ventured, Nothing Gained: The Evolving Impact of Investment Crowdfunding on Modern Legal Markets," Campbell University School of Law
  • Speaker, "The New Regulation A," Guest Lecture, Advising the Entrepreneurial Client, Duke Law School
  • Co-panelist, "Startup funding: Changes in Legal and Regulatory Landscape," RTP Frontier, Durham, N.C.
  • Co-speaker, "Crowdfunding: What You Need to Know," HQ Raleigh
  • Panelist, "WRAL Crowdfunding Event," Raleigh, N.C.
Jump to Page

This website uses cookies to enhance your browsing experience and improve functionality. To learn more, you may view our Privacy Policy. By continuing to browse Smith Anderson's website, you are accepting our use of cookies in accordance with our privacy policy.