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    Home /  Lawyers /  Lawrence S. Elbaum

    Lawrence S. Elbaum

    Partner

    New York +1-212-558-4000
    elbauml@sullcrom.com
    Lawrence S. Elbaum Headshot Photo

    New York

    +1-212-558-4000

    |

    elbauml@sullcrom.com

    Email vCard

    Lawrence Elbaum is Co-Head of Sullivan & Cromwell’s Shareholder Activism Practice and a partner in the Firm’s M&A Group. Lawrence leverages over two decades of experience as a securities attorney and business advisor to counsel boards and c-suites of public companies with respect to proxy fights, hostile bids, merger contests, “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 10 proxy seasons, Lawrence has led over 400 activism defense engagements for public companies of all sizes and across all industries. He regularly defends clients against high-profile shareholder activists such as Elliott Management, Starboard Value, Carl Icahn, D.E. Shaw, Corvex Management, Engaged Capital, Ancora Advisors and Third Point.

    “Lawrence is incredibly sharp, sophisticated and thoughtful. He applies his vast knowledge and expertise in a nuanced fashion, and strategic thoughts bring real value to any project.” – Chambers USA, Corporate/M&A: Takeover Defense (New York), 2025.

    Outside 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.

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    Spotlight

    Frank Aquila, Lawrence Elbaum and Emma Ouellet Lizotte Author Agenda Article on Strategies for Boards Navigating Shareholder Activism

    Read More

    Lawrence Elbaum Shares Insights on Activism Defense with The Activist Report

    Read More

    S&C Partners Author Article on Forming Special Committees in Activist Defense and M&A for The M&A Lawyer

    Read More

    2025 Proxy Season Review

    Read More
    proxyseason_spotlight_2025
    • Experience
    • Rankings and Recognitions
    • News
    • Publications, Videos and Podcasts
    • Credentials
    • Related Practices
    Experience

    Experience

    • Jack in the Box in its cooperation agreement with GreenWood Investors
    • Angel Oak in its defense against West Potomac Capital’s “withhold” campaign 
    • Digimarc Corporation in the defense of the activist campaigns of Ocho Investments and Altai Capital Management 
    • Oportun Financial Corporation in the defense of the proxy fight of Findell Capital Management
    • 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 and Elliott Investment Management*
    • 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*

    *Denotes representations undertaken prior to joining S&C.

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    Rankings and Recognitions

    Rankings and Recognitions

    • Chambers USA, Corporate/M&A: Takeover Defense (New York), 2021–present
    • The Legal 500 U.S., M&A/Corporate & Commercial: Shareholder Activism: Advice to Boards; “Leading Lawyer,” 2023–present
    • The Legal 500 U.S., M&A/Corporate & Commercial: Shareholder Activism: Advice to Boards; “Next Generation Partner,” 2021–2022 and “Next Generation Lawyer," 2020
    • Lawdragon’s “Top 500 Leading Dealmakers in America,” 2026
    • Super Lawyers New York Super Lawyer, 2021–present and New York Rising Star, 2015–2020
    • The Deal Awards “Dealmaker of the Year” (finalist), 2019
    • New York Law Journal “Rising Star Award,” 2018
    • 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
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    News

    News

    • Lawrence Elbaum Shares Insights on Activism Defense with The Activist Report

      March 5, 2026
    Read More
    Publications, Videos and Podcasts

    Publications, Videos and Podcasts

    • Frank Aquila, Lawrence Elbaum and Emma Ouellet Lizotte Author Agenda Article on Strategies for Boards Navigating Shareholder Activism

      Articles March 6, 2026
    • S&C Partners Author Article on Forming Special Committees in Activist Defense and M&A for The M&A Lawyer

      Articles November 11, 2025
    • S&C Lawyers Present Webinar on Lessons From the 2025 Proxy Season and Trends for 2026

      Webinars September 15, 2025
    • 2025 Proxy Season Review

      Emerging Issues July 31, 2025
    Read More
    Credentials

    Credentials

    Education

    • Brooklyn Law School, J.D., 2005
    • Cornell University, B.S., 2002

    Bar Admissions

    • New York
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    Related Practices

    Related Practices

    • General Practice
    • Capital Markets
    • Corporate Governance
    • Crisis Management
    • Environmental, Social & Governance (ESG)
    • Mergers & Acquisitions
    • Shareholder Activism
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