Carl F. Barnes
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.
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.
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.
- 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.
- 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.
- 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.