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, IPOs, spin-offs, financings, and other corporate transactions
  • Structuring 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.

Ms. Carpenter’s recent representative experience includes advising:

  • Syneos Health, a biopharmaceutical solutions organization, in its US$7.1 billion sale to a consortium of private investment firm affiliates composed of Elliott Investment Management, Patient Square Capital, and Veritas Capital
  • Switch, a data center REIT, in its US$11 billion sale to DigitalBridge Investment Management and IFM. Latham represented the Special Committee of the Board of Directors of Switch
  • Oscar Health, Inc, in its US$1.4 billion Initial Public Offering
  • Ironwood Pharmaceuticals in its US$1 billion acquisition of VectivBio, a Switzerland-based clinical-stage biopharmaceutical company developing treatments for gastrointestinal conditions
  • 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, Inc. 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: Peloton, iHeartMedia, Virgin Galactic, Oscar Health, and Spotify

Thought Leadership and Speaking Engagements

  • “Nasdaq and NYSE File Proposed Listing Standards for Clawback Rules,” Latham & Watkins Client Alert, March 2023
  • “SEC Issues New ‘Pay Versus Performance’ Guidance,” Latham & Watkins Client Alert, February 2023
  • Speaker, “Designing and Administering Executive and Director Compensation in Today's Challenging Environment,” Latham & Watkins Webcast, December 2022, December 2021, November 2020
  • “How to Navigate the SEC’s New Clawback Rules,” Latham & Watkins Client Alert, November 2022
  • Speaker, “How To Comply With the SEC’s New ‘Pay Versus Performance’ Disclosure Rule,” Latham & Watkins Webcast, October 2022
  • Speaker, “A Look Ahead at the Biden Administration’s Regulatory and Enforcement Priorities,” Latham & Watkins Webcast, January 2021
  • 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

Bar Qualification

  • California


  • JD, University of California, Los Angeles School of Law, 2007
  • BA, Vanderbilt University, 2004

Languages Spoken

  • English
  • Swedish