Carl F. Barnes

Member

Direct 781-697-2238
Fax 781-622-5933
Waltham, MA

A corporate attorney for more than 30 years, Carl represents companies of all sizes in public and private securities offerings, mergers and acquisitions, joint ventures, venture capital, and other complex transactions. He frequently serves as general outside counsel to his clients, advising senior management and Boards of Directors on a wide range of legal and business issues, including disclosure obligations under the securities laws, corporate governance, executive compensation, and the exercise of fiduciary duties.

Carl’s previous experience as vice president and general counsel at PARAXEL International Corporation, his work as deputy general counsel of Thermo Electron Corporation (now Thermo Fisher Scientific, Inc.), and his stint as vice president and general counsel at Sequoia Systems, Inc. combine to afford him exceptional insight into the needs and challenges of corporate in-house counsel.

A member of the firm’s Management Committee from 2009 to 2013, Carl is currently a member of the firm’s Mergers and Acquisition Task Force and of the Public Company Task Force. He has also variously served on the firm's Compensation, Marketing (past Chair), Technology, and Space/ Move Committees.

Mergers & Acquisitions
  • Represented Pharmalucence, Inc., an injectable radiopharmaceuticals manufacturer, in its acquisition by Sun Pharmaceutical Industries Ltd., India’s third largest generic drugmaker.
  • Represented CompuCyte Corporation, a laser-scanning cytometry instrumentation company, in its acquisition by Thorlabs, Inc., a manufacturer of photonics products.
  • Represented Newton Scientific, Inc., a developer of custom accelerators and high voltage systems for industrial and medical applications, in its acquisition by Rigaku North Americas, Inc., a global provider of analytical and industrial instrumentation technology.
  • Represented Avidyne Corporation, a leading developer of integrated flight deck systems for light general aviation aircraft, in its acquisition of Ryan International Corporation, a manufacturer of cockpit weather and collision avoidance systems.
  • Represented ZMed, Inc., a supplier of radiation oncology software and accessories for ultrasound-based, image-guided radiotherapy, in its acquisition by Varian Medial Systems (NYSE:VAR).
  • Represented Kurzweil Educational Systems, Inc., a leading provider of reading technology for the learning or visually disabled, in its acquisition by Cambium Learning Systems, an education company serving the unique needs of the nation’s special student populations.
  • Represented CIS-US, Inc. (now Pharmalucence, Inc.), in a management-led buyout of its operations from CIS Bio International, a global developer of technologies used in assay development and drug screening procedures to enhance drug discovery.
Public Offerings
  • Represented American Power Group Corporation (OTCBB:APGI), a leading designer and producer of alternative fuel solutions for stationary power generators, backup power systems and commercial transportation, in an $8,216,000 PIPE transaction.
  • Represented GreenMan Technologies, Inc. (now American Power Group Corporation) (OTCBB:APGI), in two public offerings of its common stock by its key lenders.
  • Represented Bridgeline Software, Inc. (now Bridgeline Digital, Inc.) (NASDAQ: BLIN), a leading developer of web application management software and web applications, in its initial public offering.
Private Equity, Venture Capital and Other Financings
  • Represented BBK Holdings, LLC, the global leader in clinical trial marketing through adaptive patient recruitment, in its restructuring and recapitalization.
  • Represented a health-care services company in the receipt of a private equity investment by a Swiss citizen.
  • Represented Implant Sciences Corporation (OTCQB: IMSC), a high technology supplier of systems and sensors for homeland security markets, in a series of term loans and a line of credit with an aggregate availability of approximately $45,000,000, from an affiliate of Platinum Partners Value Arbitrage Fund L.P., multi-strategy hedge fund based in New York City.
  • Represented Implant Sciences Corporation in a $20,000,000 term loan from a group of accredited institutional investors.
  • Represented a Luxembourg-based investment company in a $1,600,000 financing of an alternative energy venture.
  • Represented Pharmalucence Inc., an injectable radiopharmaceuticals manufacturer, in connection with a $20,000,000 construction financing from TD Bank supported by a Recovery Zone Facility Bond issued by the Massachusetts Development Finance Agency.
  • Represented ClickSquared, Inc., a leading provider of cross-channel marketing and email marketing services, in connection with a $6,500,000 venture debt financing from two Canadian institutional lenders, a $9,000,000 Series C venture capital financing, and a $7,000,000 credit facility with Silicon Valley Bank.
  • Represented Aircuity, Inc., a leading provider of energy savings and intelligent measurement solutions to building owners, in its recapitalization by Source2 Enterprises, LLC, and a term debt financing provided by CCM Group.
  • Represented Black Duck Software, Inc., the leading global provider of products and services for managing the use of open source software, in connection with a credit facility from Silicon Valley Bank and a venture debt financing from Gold Hill Capital.
  • Represented a leading designer and manufacturer of programmable ASICs for the imaging and audio requirements in a $21,000,000 Series A venture capital financing.
  • Represented large numbers of software, information technology, medical device, pharmaceutical services, mobile apps, financial services and other companies in angel financings of between $100,000 and $2,000,000.
Joint Ventures
  • Represented Primekss Group, Northern Europe's leading provider of industrial flooring systems, in a joint venture with the Rabine Group, an Illinois-based provider of paving, roofing, petroleum distribution and other construction needs.
  • Represented BBK Holdings, LLC, the global leader in clinical trial marketing through adaptive patient recruitment, in a joint venture with CROèe, a Japanese patient-recruitment-focused contractor.

Boston Bar Association (past co-chair of BBA Securities Law Committee and of its Corporate Law Committee)

National Association of Corporate Directors

Room to Read (Boston Chapter)

American Bar Association Conference

Boston Bar Association Conference

New England Corporate Counsel Association

BankBoston (now Bank of America)

Harvard Business School

Guest lecturer at Bentley University on Venture Capital Finance (Professor Alain Hanover)

Carl is an adventurous and frequent traveler, an avid sailor, and a blues guitarist.

Education
  • Harvard Law School, J.D., cum laude
  • Brandeis University, B.A., Phi Beta Kappa; magna cum laude
Admissions
  • Massachusetts Bar
Practice Areas
Industries
Recognition
  • Attorney Carl F. Barnes Super Lawyer, Business & Corporate Law
  • MA Super Lawyer
    2005, 2009 – 2013
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