U.S. Appeals Court Judge Made Mark on Business Law

Many judges are authorities on constitutional or criminal law. Ralph K. Winter stood out for his rare expertise on business and finance.

Judge Winter, who died Dec. 8 at the age of 85, made a mark on corporate governance and securities law while serving in the Manhattan-based U.S. Court of Appeals for the Second Circuit from 1982 until his death. He resisted what he saw as needless legal constraints on business and articulated a memorable case for maintaining state control over laws involving the relationship between shareholders and management.

“Where a private transaction imposes no substantial cost on society or third parties, the parties to it should be allowed to arrange their affairs in a way that satisfies them rather than some distant official,” he wrote in an article opposing minimum federal standards for chartering corporations.

Mr. Winter, a law professor at Yale before becoming a judge, also was known for his wit. After he was nominated as an appeals court judge by President Ronald Reagan in 1981, Mr. Winter appeared before the Senate Judiciary Committee. The chairman, Sen. Strom Thurmond, asked whether the nominee was a dean at Yale.

“No, I am just a professor,” Mr. Winter said.

“Oh,” replied Sen. Thurmond, “you are just a professor.”

“Maybe I should say I am not just a dean,” Mr. Winter said. “I am a professor.”

Mr. Winter died at a nursing home in Guilford, Conn. He had been under treatment for esophageal cancer and tested positive for Covid-19 about two months before his death, his son, Andrew Winter, said.

An only child, Ralph Karl Winter was born July 30, 1935, and grew up in Waterbury, Conn., where his father worked in the real-estate business. He attended the private Taft School, which he later described as “a bit of a snobbish kind of a place,” in nearby Watertown.

After a Taft headmaster told him he wasn’t the Yale type and shouldn’t apply there, he applied only to Yale—and was admitted. His major was political science, but he later wished he had chosen history. He earned a bachelor’s degree in 1957 and a law degree, also at Yale, in 1960. While there, he met Kathryn “Kate” Higgins, who worked in the law library. They married in 1961.

Mr. Winter served as a law clerk to Thurgood Marshall, the future Supreme Court justice, when he was appointed to the Second Circuit Court of Appeals in 1961. Justice Marshall later told the New York Times that in one case he was unsure whether he had jurisdiction and asked Mr. Winter to check. After looking into the matter, Mr. Winter returned to say: “Hey, Judge, guess what you ain’t got!”

The two men bonded. As a speaker selected by the family for Justice Marshall’s funeral in 1993, Judge Winter said his former boss “was the irresistible force for justice, the immovable object against injustice and a warm, kind human being.”

Mr. Winter joined the Yale law faculty in 1962 and remained a full-time professor there until joining the appeals court in 1982. Especially during student uprisings of the late 1960s and early 1970s, being a conservative at Yale could be trying. “I’ve been called a fascist because I believe in small government,” he said in a 2017 oral history at Yale Law School, “which shows either a misunderstanding of me or a misunderstanding of fascism.”

In the 1970s, he bucked conventional wisdom on corporate-governance law. At the time, the consumer advocate Ralph Nader was calling for federal chartering of large corporations. William L. Cary, a former chairman of the Securities and Exchange Commission, argued for minimum federal standards.

Delaware had grabbed the lion’s share of legal fees associated with granting corporate charters. Mr. Cary wrote a 1974 article saying the state had led a “race for the bottom” in legal standards. States, he said, had adopted laws that empowered managers and “watered the rights of shareholders vis-à-vis management down to a thin gruel.”

In a 1977 article replying to Messrs. Cary and Nader, Mr. Winter insisted that state regulation was generally preferable to federal rules. Competition among states had reduced regulation, he said, but in a way that benefited shareholders by reducing compliance costs and making companies more profitable.

“Only by ignoring the cost side of the cost-benefit judgment can one assume that ‘laxity’ always injures shareholders and thus sustain the conclusion that the competition among states for chartering has worked to their detriment,” he wrote.

Mr. Winter’s view prevailed, and states retained their role in chartering. “He demolished Cary’s argument,” said Roberta Romano, who heads a center for corporate law at Yale Law School.

Some of his appeals court opinions are taught in law schools. In one case, he provided a rationale for the business judgment rule, which presumes directors are acting in the best interests of the company unless plaintiffs can prove otherwise. Courts aren’t well-equipped to evaluate business judgments, he argued, and by trying to do that they might discourage prudent risk-taking that is in shareholders’ interest. The rule helps shield directors from liability over trivial matters and thus makes it easier for companies to recruit high-quality board members, Ms. Romano said.

In another case, he argued that standard clauses in contracts covering bond or debenture issues should be subject to a uniform interpretation, providing more certainty for borrowers and creditors.

Mr. Winter’s wife, Kate, died in 2012. He is survived by his son and a granddaughter.

Friends remembered his booming laugh. José A. Cabranes, a colleague on the Second Circuit appeals court, recalled that Mr. Winter was amused when one acquaintance described him as “a jovial truck driver with a 300 I.Q.”

While serving on the appeals court, Mr. Winter continued to teach part time at Yale, covering subjects including securities regulation, antitrust, evidence and sports law. Part of the fun of being with students, he once said, “is to be the devil’s advocate and say outrageous things and let them drive you back.”