20th Anniversary · 1999 - 2019

Judge Ralph Winter Lectureship on Corporate Law

Ralph WinterThe Judge Ralph Winter Lectureship on Corporate Law and Governance was established by former law clerks and students of Judge Winter to support lectures on corporate law and governance and related topics.

Judge Winter ‘60 is a Senior Judge on the U.S. Court of Appeals for the 2nd Circuit. He was the William K. Townsend Professor of Law at the Law School at the time of his appointment to the bench in 1982, and continued to teach at the Law School part-time through 2014. The lectureship commemorates Judge Winter’s foundational corporate law scholarship and distinguished career as a jurist. His 1977 article, “State Law, Shareholder Protection, and the Theory of the Corporation,” changed the terms of debate about the federal system of corporate law. Judge Frank Easterbrook has called the article “the single most important contribution to the economic analysis of corporate law since Ronald Coase published “The Nature of the Firm” in 1937.” In short, contemporary corporate law scholarship is unintelligible without referencing Judge Winter’s contribution.

September 17, 2018
Poster for the 2018-2019 Winter Lecture by Lord Mervyn King
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Lord Mervyn King, Alan Greenspan Professor of Economics, New York University Stern School of Business and former Governor, Bank of England, “Uncertainty, Probability and the Law.”

March 5, 2018
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David S. Scharfstein, Edmund Cogswell Converse Professor of Finance and Banking and Chair of Doctoral Programs, Harvard Business School, “Pension Policy and the Financial System.”

April 17, 2017
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Marianne BertrandChris P. Dialynas Distinguished Service Professor of Economics, the University of Chicago Booth School of Business, “Breaking the Glass Ceiling: Board Quotas in Norway.”

October 13, 2015
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Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court, “Corporate Power Ratchet: The Courts’ Role in Eroding ‘We the People’s’ Ability To Constrain Our Corporate Creations.”

April 23, 2015
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Jeremy Stein, Moise Y. Safra Professor of Economics, Harvard University, “The Federal Reserve’s Balance Sheet and its Financial Stability Objectives.”

September 23, 2013
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Daron Acemoglu, Elizabeth and James Killian Professor of Economics, MIT, “The Value of Political Connections in Turbulent Times: Evidence from the United States.”

December 3, 2012
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Jean Tirole, Scientific Director, The Institut d’Economie Industrielle and Chairman, Toulouse School of Economics, “The Future of Eurozone Regulatory Institutions.”

February 27, 2012
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Stephen A. Ross, Franco Modigliani Professor of Financial Economics, MIT Economics Department and MIT Sloan School of Management, “Regression to the Max: The Use and Abuse of Financial Theory in Legal Disputes and Regulation.”

February 14, 2011
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Kenneth S. Rogoff, Thomas D. Cabot Professor of Public Policy, Department of Economics, Harvard University, “Sovereign Bankruptcy: Is This Time Different?”

November 5, 2009
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Kenneth R. French, The Carl E. and Catherine M. Heidt Professor of Finance, Tuck School of Business, Dartmouth College, “Perspectives on Financial Regulation.”

March 2, 2009
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Steven N. Kaplan, Neubauer Family Professor of Entrepreneurship and Finance, University of Chicago Booth School of Business, “Are U.S. CEOs Overpaid?”

April 21, 2008
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Reinier Kraakman ‘79, Ezra Ripley Thayer Professor of Law, Harvard Law School, “Exit, Voice, and Liability: Legal Dimensions of Organizational Structure.”

April 23, 2007
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Daniel Fischel, Professor of Law and Business, Northwestern University School of Law, “Markets and Scandals: Enron and Beyond.”  A grant from the Milton and Miriam Handler Foundation provided additional financial support for the lecture.

February 20, 2006
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Paul Mahoney ‘84, Brokaw Professor of Corporate Law and Albert C. BeVier Research Professor, University of Virginia School of Law, “Did the SEC Improve Corporate Disclosure? Evidence from the 1930s.” A grant from the Milton and Miriam Handler Foundation provided additional financial support for the lecture.

December 5, 2005
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The Inaugural Winter Lecture took place at the Law School on December 5, 2005, when the Hon. Frank H. Easterbrook, U.S. Court of Appeals for the Seventh Circuit and formerly Lee and Brena Freeman Professor of Law at the University of Chicago Law School, delivered a lecture entitled “The Race for the Bottom in Corporate Governance.

As Judge Easterbrook summarized his Lecture, it is a tribute to Judge Winter’s famous essay in the late 1970s demolishing William Cary’s thesis that state law would produce a “race to the bottom” in enabling managers to exploit investors. Judge Winter observed that states compete for corporations (and corporations for capital); and in competition Adam Smith’s invisible hand produces benefits for all. The race is to the top. Recent developments in corporate law, however, are designed to eliminate competition by federalizing the rule of decision and by hampering international efforts to reallocate capital. Will this less-competitive regime, exemplified by Sarbanes-Oxley, lead a real race for the bottom? What is the public-choice dynamic of national corporate law?