Carlton Fleming

CARLTON FLEMING's practice is dedicated to life sciences companies. He advises public and venture-backed biopharmaceutical and biotechnology clients on IPOs, follow-on public offerings, and other financing transactions, as well as SEC reporting, compliance, and corporate governance matters. Carlton has been involved in more than 75 IPOs and other public offerings, helping raise more than US$13 billion. He regularly counsels boards of directors and special committees on complex securities law, strategic, and governance issues, drawing on deep experience with high-growth life sciences clients.

In addition to his capital markets work, Carlton guides life sciences companies through strategic alternatives and special situations. He has advised on mergers and acquisitions, corporate wind-downs, and Chapter 11 restructurings, leveraging his sector knowledge to preserve value in challenging scenarios. He also provides steady counsel in extraordinary situations such as shareholder activism, capital return to shareholders, and internal investigations, often collaborating with Sidley’s White Collar team to navigate sensitive board-level inquiries.

Carlton is a member of Sidley’s Public Company Advisory Steering Committee, contributing to firmwide guidance on public company and governance issues. He also co-chairs the firm’s Bay Area Life Sciences Roundtable, an initiative that convenes industry leaders and investors to discuss emerging trends and challenges in the life sciences sector. His extensive deal experience, combined with these leadership roles, has made him a trusted adviser to life sciences companies navigating both growth opportunities and complex special situations.

Carlton’s substantial experience includes the following representative matters:

• Akeso Biopharma in its US$5 billion collaboration and licensing agreement with Summit Therapeutics Inc.
• Atara Biotherapeutics, Inc. in its initial public offering and multiple follow-on equity offerings.
• Cornerstone OnDemand, Inc. in its US$1.4 billion acquisition of Saba Software.
• Cytokinetics, Incorporated in its US$138 million offering of senior notes, multiple follow-on equity offerings, and royalty financing transactions.
• DocuSign, Inc. in its:
  • US$303.0 million Series E financing;
  • US$723.7 million initial public offering;
  • US$443.3 million follow-on equity offering and concurrent offering US$575 million 0.5% convertible senior notes due 2023; and
  • US$188 million acquisition of Seal Software.
• Eiger BioPharmaceuticals, Inc. in multiple follow-on equity offerings.
• Kodiak Sciences Inc. in its:
  • US$312 million and US$645 million follow-on equity offerings; and
  • US$225 million royalty financing transaction.
• Quotient Technology Inc. in its proxy contest defense against Engaged Capital.
• Lyell Immunopharma, Inc. in its US$493 million Series C financing.
• MobileIron, Inc. in its US$100.0 million initial public offering.
• NGM Biopharmaceuticals, Inc. in its US$106.7 million initial public offering and US$143.8 million follow-on offering.
• Pliant Therapeutics, Inc. in its US$230.0 million and $287.5 million follow-on equity offerings.
• Prothena Corporation plc in its US$183.6 million follow-on equity offering.
• Rigel Pharmaceuticals, Inc. in multiple follow-on equity offerings.
• Talis Biomedical Corporation in its US$232.5 million initial public offering.
• Takeda Pharmaceutical Company Limited in its collaboration with and equity investment in Denali Therapeutics.
• Twilio Inc. in its US$1.8 billion public offering of Class A common stock and US$1.0 billion public offering of senior notes.
• Vaxcyte, Inc. in its US$287.5 million initial public offering.
• Vera Therapeutics, Inc. in its initial public offering.
• Zynga, Inc. in its US$527 million acquisition of NaturalMotion.

Some of the matters above were handled prior to joining Sidley.