Bayless Manning, Professor of Law, 1956-64

Bayless Manning

REFERENCES:

“Bayless Manning Awarded Certificate of Meritorious Achievement,” U.S. Office of Government Ethics of the Executive Branch, Government Ethics Newsgram, vol. 19  (Spec. Ed., Winter 2002), at 3

History of the Council on Foreign Relations, Continuing the Inquiry, “The Second Transformation”.

“Stanford’s Shiny Fish,” Time Magazine, Oct. 30, 1964.

Bayless Manning (1923-2011) graduated first in his class at the Law School (1949) and was Editor-in-chief of the Law Journal. He returned to join the faculty in 1955. 

While on the faculty, Manning wrote several pioneering works on corporate law, including “The Shareholder’s Appraisal Remedy: An Essay for Frank Coker,” 72 Yale L. J. 223 (1962). The article offered an influential critique of appraisal rights, leading to statutory revisions that provided a “market exemption” from appraisal for merger consideration in the form of publicly traded shares. But it is probably best remembered for its colorful expression of the backward state of U.S. corporate law: “Corporation law, as a field of intellectual effort, is dead in the United States…We have nothing left but our great empty corporation statutes - towering skyscrapers of rusted girders, internally welded together and containing nothing but wind.” “The Shareholder Appraisal Remedy,” at 245 n. 37. In this regard, Manning’s criticism was at one with many of his Yale Realist-oriented predecessors, who identified ossified legal doctrines that were inadequate for the modern business enterprise, in Manning’s case, particularly for not recognizing the impact of the capital market.  This theme continued to characterize Manning’s later work, A Short Textbook on Legal Capital (1st ed. 1968) and A Concise Textbook on Legal Capital (1st ed. 1977), which attacked the arcane rules regulating corporate distributions as worthless and out-of-date. While European corporation codes retained into the Twenty-first century the type of legal capital requirements that he cogently criticized, U.S. states rewrote their rules in part in response to his critique. 

In addition to his research in corporate law, Manning was also a prominent scholar in legal ethics. He served, while at Yale, in the 1950’s as the staff director for the NYC Bar Association’s influential study of federal conflicts of interest law, and after its publication in 1960 on the President’s Advisory Panel on Ethics and Conflicts of Interest in Government. The bar study, along with the panel’s work, served as the basis for reform legislation enacted in 1962. He also authored a treatise on the evolution of the federal conflict of interest statutes, Federal Conflicts of Interest Law (1964). He was honored for his work in this field by the U.S. Office of Government Ethics for the Executive Branch with a Certificate of Meritorious Achievement in 2001. On presenting the award, the Deputy Counsel of the OGE said: “Few persons have made a greater contribution to the field of Federal conflict of interest law in the past forty or fifty years.”

Manning left Yale in 1964 to become dean of the Stanford Law School. In 1971, he became the first full-time executive of the Council on Foreign Relations, assuming a newly created post of President. Thereafter he joined the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison and, upon retirement, formed a consulting firm.