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Lawrence S. Elbaum
Lawrence S. Elbaum
Partner — Shareholder Activism
E: lelbaum@velaw.com T: +1.212.237.0084
VCard BIO PDF
Partner — Shareholder Activism

Lawrence S. Elbaum

Lawrence S. Elbaum
New York
T: +1.212.237.0084
F: +1.917.849.5379

The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, New York 10036

E: lelbaum@velaw.com
VCard BIO PDF
start quote symbolClients look to us to provide unparalleled guidance and judgment when board control and the strategic direction of a company are at stake. When there’s no time to look up answers, our highly skilled team of shareholder activism specialists has the unique ability to hit the ground running, overcome obstacles, and drive successful outcomes.end quote symbol
Lawrence S. Elbaum

Lawrence Elbaum is the co-head of V&E’s Shareholder Activism practice and a member of the firm’s Management Committee. He leverages nearly two decades of experience as a securities attorney and business advisor to counsel senior management and boards of public companies with respect to proxy fights, merger contests, consent solicitations, “Withhold the Vote” or “Vote No” campaigns, precatory proposals and short attacks, as well as an array of complex corporate governance matters.

Over the past ten proxy seasons, Lawrence has led over 300 activism defense engagements for public companies of all sizes and across all industries. He regularly defends clients against high-profile shareholder activists such as Starboard Value, Elliott Management, Carl Icahn, Engaged Capital, Jana Partners, ValueAct Capital, Legion Partners, Corvex Management and D.E. Shaw & Co.

“[Lawrence] brings a combination of deep experience, valuable insights and a collaborative mindset. I am very impressed with his level of engagement, accessibility, and helpfulness.” – Chambers USA, Corporate/M&A: Takeover Defense (New York), 2021

Throughout Lawrence’s leadership of the Shareholder Activism practice, the team has been ranked the top firm for shareholder activism defense for company and board representation by Bloomberg, Refinitiv, Activist Insight, and FactSet. Chambers USA 2021–2024 lists Lawrence as a leading practitioner in its category for “Corporate/M&A: Takeover Defense (New York)” and The Legal 500 U.S. recognized Lawrence as a Leading Lawyer in 2023 and 2024. The Legal 500 U.S. also ranked our Shareholder Activism practice among the top law firms from 2019–2024 in the “Shareholder Activism – Advice to Boards” category. Vinson & Elkins is the only law firm to secure a #1 ranking in both The Legal 500 U.S. and Chambers USA for our Shareholder Activism Defense practice in 2022. Additionally, Lawrence has been named a finalist for “Dealmaker of the Year” as part of The Deal Awards 2019. In 2018, the New York Law Journal gave Lawrence the “Rising Star” award, which honors the most promising attorneys in New York’s legal community under the age of 40 who have influenced their practice areas in New York and around the country.

Outside of the office, Lawrence works with organizations to promote gender and ethnic diversity in public company boardrooms across Corporate America. He also devotes significant efforts to pro bono work, including having represented battered and indigent women in connection with divorce, alimony, and child custody and support proceedings in New York City. In addition, he supports a host of regional, national and global charities, including various Holocaust remembrance and genocide prevention initiatives, The Boys and Girls Club of America and Hassenfeld Children’s Hospital at NYU Langone.

Experience Highlights

  • Southwest Airlines in defense of the special meeting proxy fight of Elliott Management

  • Pitney Bowes Inc. in defense of the threatened proxy fight of Hestia Capital

  • Yelp Inc. in the defense of a shareholder activism campaign by TCS Capital Management

  • AGCO Corporation in defense of the activism campaign of Tractors and Farm Equipment Limited (TAFE)

  • Verisk Analytics, Inc. in defense of the shareholder activism campaign of D.E. Shaw & Co., L.P.

  • eHealth, Inc. in defense of the proxy fight by Starboard Value LP and the shareholder activism campaign by Hudson Executive Capital LP

  • Evolent Health in defense of the shareholder activism campaign of Engaged Capital

  • Fiesta Restaurant Group, Inc. in defense of the proxy fights by AREX Capital Management, LP and JCP Investment Partners Ltd

  • Noble Energy in connection with the activist investment and rumored proxy contest by Elliott Management

  • Hilton Grand Vacations Inc. in defense of the activist investments of Land & Buildings Investment Management, LLC (2021) and Elliott Investment Management (2019)

  • Nutrisystem, Inc. in defense of the shareholder activism campaign of Legion Partners Asset Management, LLC

  • Benefitfocus, Inc. in defense of the activism campaign of Indaba Capital Management, L.P.

  • Arlo Technologies, Inc. in defense of the shareholder activism campaign by Viex Capital Advisors, LLC

  • Primo Water Corporation in defense of the shareholder activism campaign by Legion Partners Asset Management

  • Lumber Liquidators Holdings in the defense of the shareholder activism campaigns by F9 Investments and Rizzi Capital

  • FedNat Holding Company in the defense of the proxy fight by Capital Returns Management

  • Sandridge Energy in its proxy contest defense against Carl Icahn and in the defense of the unsolicited bid of Midstates Petroleum

  • Rice Energy in its $6.7 billion merger with EQT Corporation, which was approved despite opposition from activist JANA partners

  • Matrix Service Company in its proxy contest defense against Engine Capital

Credentials

  • Brooklyn Law School, J.D., 2005
  • Cornell University, B.S., Industrial and Labor Relations, 2002
  • Lawrence served as the Litigation designee for an AmLaw 100 law firm’s Pro Bono Initiative Committee, where he assisted with the intake and supervision of scores of pro bono matters. Lawrence also has directly handled an array of pro bono assignments over the years, ranging from assisting Holocaust survivors in obtaining reparations from Germany to representing indigent and disabled women in child custody, child support and divorce disputes.
  • Chambers USA, Corporate/M&A: Takeover Defense (New York), 2021–2024
  • The Legal 500 U.S., M&A/Corporate & Commercial: Shareholder Activism: Advice to Boards, 2019–2024; “Leading Lawyer” in M&A/Corporate & Commercial: Shareholder Activism: Advice to Boards, 2023 and 2024; “Next Generation Partner” in M&A/Corporate & Commercial: Shareholder Activism: Advice to Boards, 2021 and 2022; “Next Generation Lawyer” in M&A/Corporate & Commercial: Shareholder Activism: Advice to Boards, 2020
  • Selected to the New York Rising Stars list, Super Lawyers (Thomson Reuters), 2015–2020
  • Selected to the New York Super Lawyers list, Super Lawyers (Thomson Reuters), 2021–2024
  • Golda Och Academy “Distinguished Alumni Award,” 2012
  • The Brooklyn Law School “Outstanding Civic Leadership Award,” 2012
  • The Brooklyn Family Defense Project “Family Defender Award,” 2012
  • New York Legal Assistance Group “Pro Bono Advocacy Award,” 2010
  • The Sanctuary for Families “Excellence in Pro Bono Advocacy Award,” 2009
  • Trustee: Golda Och Academy, 2010 – 2017
  • Alumni Society Founder/Co-Chair: Golda Och Academy, 2007 – 2017
  • Co-Founder: The Albert Einstein College of Medicine Young Leadership Board
  • New York
  • U.S. District Courts for the Southern and Eastern Districts of New York
  • “Comtech Adds Two, Ends Ex-CEO Control Battle,” The Deal, November 18, 2024 (quoted)
  • “The Upcoming Proxy Season,” Women’s Corporate Directors Washington DC Chapter, January 17, 2023 (panelist)
  • “What Should Issues Care About,” 2019 Corporate Governance Forum, November 20, 2019
  • “Managing Activists,” NACD North Texas Chapter Series, November 12, 2019
  • “Navigating Investor Activism,” Latino Corporate Directors Association Annual Board Leaders Convening, October 18, 2019
  • “Shareholder Activism,” NACD Director Professionalism, August 14, 2019
  • “Shareholder Activism Bootcamp,” WCD South Florida Chapter Meeting, May 7, 2019
  • “Shareholder Activism Bootcamp,” WCD Silicon Valley Chapter Meeting, January 23, 2019
  • “Shareholder Activism: Managing & Mitigating Risks in 2018,” March 6, 2018 (speaker)
  • “Condensed Activism Bootcamp,” Corporate Governance Ohio Chapter Meeting, October 26, 2017 (speaker)
  • “Mock Proxy Fight – So You Think You’re Ready for a Fight?” October 5, 2017 (speaker)
  • “Rising Activism in the REIT World,” The BMO Capital Markets 12th Annual Real Estate Conference, September 26, 2017 (panelist)
  • “Think Twice Before Settling With An Activist, “ Law360, December 9, 2016
  • “Renewable Energy,” Activist Insight Monthly, October 2016 (co-interviewee with Kai Liekefett)

News & Insights

Rankings & Awards
Super Lawyers (Thomson Reuters) Names Seven Vinson & Elkins Attorneys to 2024 New York Super Lawyers List, 10 to Rising Stars
November 1, 2024
Insight
No Rest for the Weary: Three Trends to Watch in Shareholder Activism This Fall

Published by CorpGov Sept 12, 2024

September 17, 2024
Rankings & Awards
The Legal 500 US 2024 (Legalease Ltd.) Recognizes Vinson & Elkins in 44 Practice Categories, 131 Lawyers Recommended
June 12, 2024
Rankings & Awards
Chambers USA 2024 Recognizes Vinson & Elkins in 61 Practice Categories, 163 Individual Lawyer Rankings
June 6, 2024