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Carl F. Barnes


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Carl has represented large and small companies in public and private securities offerings, mergers and acquisitions, joint ventures, venture capital and angel financings and other complex transactions for 30 years. He serves as outside general counsel to many of his clients, and has substantial experience advising boards of directors and senior management on a wide range of legal and business issues, including disclosure obligations under the securities laws, corporate governance, the exercise of fiduciary duties, executive compensation, labor and employment matters, and licensing and protection of intellectual property.

Experience and Education

Prior to joining the firm in 1999, Carl served as vice president and general counsel of PAREXEL International Corporation, a publicly traded contract research organization; deputy general counsel of Thermo Electron Corporation (now Thermo Fisher Scientific Inc.), a publicly traded diversified technology company; and vice president and general counsel of Sequoia Systems, Inc., a publicly traded computer hardware manufacturer; and as a partner in the Boston law firm of Hale and Dorr LLP (now Wilmer Cutler Pickering Hale and Dorr LLP).

Carl is a 1980 magna cum laude Phi Beta Kappa graduate of Brandeis University and, after a year as a compensation consultant, received his J.D. degree cum laude from Harvard Law School in 1984.

Professional Activities

Carl is a member of the National Association of Corporate Directors. He has served as co-chair of the Boston Bar Association's Securities Law Committee and of the Corporate Law Committee.

He has been a panelist or speaker at conferences organized by the American Bar Association, the Boston Bar Association, the New England Corporate Counsel Association, Massachusetts Continuing Legal Education, BankBoston (now Bank of America) and the Harvard Business School, speaking on topics such as transnational acquisitions, M&A after the financial meltdown, preparing the privately held business for a liquidity event, Massachusetts corporate law, private placements of securities, the legal aspects of entrepreneurship and crowdfunding. Carl has also been a guest lecturer on venture capital term sheets in Professor Alain Hanover’s Venture Capital Finance class at Bentley University.

Carl co-authored (with Jeffrey P. Somers), “Representing the Public Company,” Chapter 29, Massachusetts Business Lawyering, ©2003 by Massachusetts Continuing Legal Education; and co-authored The Lifecycle of a Technology Company: Private Placements, IPOs and Public Company Regulation, ©2004 by Aspatore Books, a Thomson Reuters Business. Carl was selected as a Massachusetts Super Lawyer in the area of Business & Corporate Law in 2005 and 2009 through 2013, after a peer nomination, evaluation and selection process conducted by Law & Politics magazine. He is active in the Boston Chapter of Room to Read.

Firm Leadership

Carl was a member of the firm’s Executive Committee from 2009 to 2013. He is a member of the firm’s Mergers and Acquisitions Task Force and Public Company Task Force. He has also served on the firm’s Compensation, Marketing, Technology and Space/Move Committees.

Representative Transactions


Public Offerings

Private Equity, Venture Capital and Other Financings

Joint Ventures


Carl Barnes

Office Location:

Practice Areas:

Unique Experience:
Former GC and
In-house attorney

Recent Honors:

Recent articles:
A Reminder on Break-up Fees in M&A Transactions

Massachusetts Court (Sort of) Adopts Delaware’s Great Hill Holding Regarding the Attorney-Client Privilege in Mergers

Send in the Crowds? Crowdfunding Under the JOBS Act

Brandeis University
Harvard Law School

Bar Admission: