Hon. Ralph K. Winter ’60, U.S. Court of Appeals for the Second Circuit
(From left) Dean Harold Hongju Koh, Hon. Ralph K. Winter ’60, Robert Todd Lang ’47, and Roberta Romano ’80
Judge Ralph K. Winter ’60, was a member of the Law School faculty from 1962-82, when he was appointed to the U.S. Court of Appeals for the Second Circuit. He continues to teach on the faculty part-time. At the presentation of the award, Center Director Roberta Romano ’80 stated that Judge Winter was awarded the Simeon E. Baldwin Award in recognition of his foundational contributions to corporate law as a scholar and jurist. She continued: “His pathbreaking 1977 article: 'State Law, Shareholder Protection, and the Theory of the Corporation,' challenged the prevailing understanding of state corporate law as a 'race for the bottom' and transformed the debate, by using economic analysis to identify fundamental flaws in the dominant reasoning that failed to recognize the impact of markets on behavior. It is difficult to appreciate how novel and controversial the article’s approach was from today’s vantage point, as the economic mode of analysis, which was against the grain of the then-existing literature, is now mainstream. The 1977 article continues to be read and cited, with 10 percent of its over 200 citations having been in 2007-08 publications; this is a rare achievement. Ralph Winter has also continued to influence corporate law from the bench: For example, to understand the Business Judgment Rule, the keystone of the liability regime for corporate directors, a lawyer has to read his opinion in Joy v. North.”