The History of Business Law at Yale

Bayless Manning, Professor of Law, 1956-64
The Modern Era (1955-Present) Nancy Liao The Modern Era (1955-Present) Nancy Liao

Bayless Manning, Professor of Law, 1956-64

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. 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on Legal Capital (1st ed. 1977), which attacked the arcane rules regulating corporate distributions as worthless and out-of-date.

In addition to his research in corporate law, Manning was also a prominent scholar in legal ethics. 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.

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