Michelle L.C. Carpenter

  • Partner
  • Emichelle.carpenter@lw.com
  • 355 South Grand Avenue, Suite 100
  • Los Angeles, CA 90071-1560
  • USA
  • T +1.213.891.7857
  •  
  • 650 Town Center Drive
  • 20th Floor
  • Costa Mesa, CA 92626-1925
  • USA
  • T +1.714.540.1235
  •  
 

Profile

Michelle Carpenter is a partner in the Tax Department of Latham & Watkins’ Los Angeles and Orange County offices and a member of the firm's Executive Committee. Ms. Carpenter advises clients on a broad range of compensation arrangements and benefit plans and in a variety of industries, with extensive experience working with public and private companies.

Ms. Carpenter focuses her practice on:

  • Counseling on employee benefits and compensation aspects of mergers and acquisitions, financings, IPOs, spin-offs, and other corporate transactions
  • Structuring various types of executive compensation arrangements, including employment agreements, separation / severance agreements, equity compensation arrangements, and deferred compensation programs   
  • Preparing executive compensation disclosures for proxy statements and other securities filings
  • Counseling on tax, securities, ERISA, and corporate law issues as they relate to executive compensation and employee benefits arrangements

Prior to joining the firm, Ms. Carpenter served as an extern for Judge Gary Allen Feess in the United States District Court for the Central District of California. 

Ms. Carpenter is fluent in Swedish.

Experience

Ms. Carpenter’s representative experience includes advising:

  • Oscar Health in its US$1.4 billion Initial Public Offering
  • HMS, a healthcare technology, analytics and engagement solutions provider in its US$3.4 billion sale to Gainwell Technologies, a portfolio company of Veritas Capital
  • GoodRx Holdings in its US$1.3 billion Initial Public Offering
  • DXC Technology in the sale of its US State and Local Health and Human Services Business to Veritas Capital
  • Several companies in their business combinations with special purpose acquisition companies (SPACs) including: Virgin Galactic, The Beachbody Company Group, Talkspace Network, and Offerpad
  • Ongoing representation for: iHeartMedia, Virgin Galactic, Guardant Health, Hudson Pacific Properties, and Syneos Health
Thought Leadership and Speaking Engagements
  • Speaker, “Executive and Director Compensation in the COVID-19 Era,” Latham & Watkins webcast, February 2021
  • Speaker, “Designing and Administering Executive and Director Compensation in Today's Challenging Environment,” Latham & Watkins webcast, November 2020
  • Panelist, “Updates in Employment Law: Executive Compensation matters,” Northwestern’s 2020 Garrett and Corporate Counsel Virtual Institute, September 2020
  • Speaker, “Managing Corporate Excess: Contemporary Approaches to Compensation Clawbacks,” Equilar Summit, June 2019
  • “IRS Provides Initial Guidance on Section 162(m) Tax Reform Changes,” Latham & Watkins Client Alert, August 2018
  • “The Impact of Pending Tax Reform on Executive Compensation: The Need for Deductive Reasoning,” Latham & Watkins Client Alert, December 2017
  • “2016 Year-End Key Executive Compensation Reminders and Considerations,” Latham & Watkins Client Alert, December 2016

Thought Leadership

  • IRS Provides Initial Guidance on Section 162(m) Tax Reform Changes -  August 29, 2018
  • The Impact of Pending Tax Reform on Executive Compensation: The Need for Deductive Reasoning -  December 11, 2017
  • 2016 Year-End Key Executive Compensation Reminders and Considerations -  December 01, 2016
  • Proposed Section 409A Deferred Compensation Regulations Offer Helpful Clarifications of Current Rules -  June 27, 2016
  • Employee Stock Purchase Plans: IRS Issues Final Regulations -  December 17, 2009
  • Analysis of the LaRue US Supreme Court Decision -  March 4, 2008
Bar Qualification
  • California
Education
  • JD, University of California, Los Angeles School of Law, 2007
  • BA, Vanderbilt University, 2004
Industries
  • Entertainment, Sports & Media
  • REITs
Practices
  • Tax
  • Executive Compensation, Employment & Benefits
  • Corporate Governance