Ralph K. Winter Jr., a top conservative judicial mind, has died
Ralph K. Winter Jr., a conservative legal scholar whose work as a professor at Yale Law School and later as an appellate court judge changed the shape of campaign finance law and corporate governance, died on Dec. 8 in Guilford, Connecticut. He was 85.
The cause was esophageal cancer, said his son, Andrew Winter. The judge died at a rehabilitation facility and lived nearby in New Haven.
Although he graduated from law school in 1960, Winter did not take the bar exam until 1973, after one of his former students, John Bolton, asked him to work on a case against Francis R. Valeo, a member of the Federal Election Commission, that was on its way to the Supreme Court. It would be his first-ever legal case, and he won it.
The lawsuit, brought by Sen. James L. Buckley of New York, Sen. Eugene J. McCarthy of Minnesota and several civil liberties organizations, contended that the Federal Election Campaign Act placed unconstitutional limits on free speech, a position Winter had written about in his book “Watergate and the Law: Political Campaigns and Presidential Power” (1974).
In a landmark decision in 1976, the Supreme Court struck down key parts of the act and set the stage for a steady rollback of campaign finance laws in the decades that followed.
“There wouldn’t be a Citizens United without a Buckley v. Valeo,” Bolton, who later served as President Donald Trump’s national security adviser, said in a phone interview.
Winter’s academic work ranged broadly, and included labor and antitrust law. But what was perhaps his greatest intellectual contribution came a year after the Buckley decision, when he took on a core tenet of corporate law.
In the early 1970s he had joined two other law school professors, Robert H. Bork and Ward S. Bowman Jr., in forming the East Coast outpost of the law and economics movement, a conservative theory originating at the University of Chicago that applies economic reasoning to legal analysis. Winter used this framework to address the conventional wisdom that managers were always out to cheat shareholders, and that states were therefore engaged in a “race to the bottom” to loosen regulations and attract more corporate charters, with Delaware the clear winner.
His 1977 article in The Journal of Legal Studies, “State Law, Shareholder Protection and the Theory of the Corporation,” used an analysis of stock market prices to demonstrate the opposite — that companies had an incentive to charter in states that lowered the cost of capital and maximized shareholder value and that, if anything, were engaged in a “race to the top.”
The paper not only changed the way many policymakers viewed corporate governance, but by grounding his argument in empirical data Winter also helped revolutionize the very nature of academic legal work, said Frank H. Easterbrook, a judge on the US Court of Appeals for the 7th Circuit. He called the paper “the most important piece of legal scholarship on securities” since Ronald Coase’s 1937 article “The Nature of the Firm” — a comparison that, Justice Elena Kagan said in 2017 during an awards ceremony for Judge Winter, was like calling a play the greatest work since “Hamlet.”
Ralph Karl Winter Jr. was born on July 30, 1935, in Waterbury, Connecticut. His father worked in insurance, and his mother, Muriel (Pullin) Winter, was a homemaker.
In addition to his son, he is survived by a granddaughter.