Former Dean Bayless Manning

Photo of Dean Bayless Manning, taken in 1965

Bayless Manning, a former Stanford Law School dean and leading authority on 
corporate law, died on Sunday, September 18, 2011, at his home in Boise, Idaho. He was 88 years old. Dean of the law school from 1964 to 1971, Manning made groundbreaking changes to the curriculum and produced scholarship that helped revise statutes governing stock appraisals during mergers and modernize rules related to capital disbursements. Among his pioneering works on corporate law are “The Shareholder’s Appraisal Remedy: An Essay for Frank Coker,” 72 Yale L. J. 223 (1962), which 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; 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 and drew attention to the impact of the capital market.  Manning was a pioneer who advocated legal education reform to meet the changing needs of the profession and society. He promoted interdisciplinary study, especially in law, business, and economics, and established the joint graduate law and business degree, the JD/MBA; he diversified the faculty by recruiting international scholars and students; he enabled law students to engage in pro bono work by creating externships in which students earned course credit for judicial clerkships, working at public-interest law firms, and more. The alumni magazine, Stanford Lawyer, was launched in 1966 while he was dean; it now has a circulation of 15,000.  “Bayless Manning was a pioneering scholar who deeply influenced corporate law,” said Larry Kramer, Richard E. Lang Professor of Law and Dean of Stanford Law School. “And the curriculum changes he made as dean in the 1960s were well ahead of their time. He played a pivotal role in the transformation of Stanford Law School into a leading national institution. The values he stood for have become core to our institutional identity.”

Manning was also a prominent scholar in legal ethics. In the 1950s, he served as the staff director for the New York City 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 by the U.S. Office of Government Ethics for the Executive Branch with a Certificate of Meritorious Achievement in 2001.

Born in Oklahoma, Manning spent much of his childhood in Washington, D.C., and later attended B.M.C. Durfee High School in Fall River, Massachusetts. At 19, he became one of the Army cryptanalysts who during World War II helped break the Japanese naval code, which helped the United States win a military victory at Midway. He studied law at Yale University, where he graduated first in his class in 1949, and was editor-in-chief of The Yale Law Journal. Following law school, he clerked for Associate Justice of the United States Supreme Court Stanley Reed.

From 1956 to 1964 Manning was a professor of law at Yale Law School. He co-founded the Peace Corps program in Latin America, did research for the CIA, helped to draft the 1962 Trade Extension Act, and toiled for NATO on the problems of a multinational nuclear force. At the conclusion of his deanship at 
Stanford in 1971, he became the first full-time executive of the Council on Foreign Relations, assuming the newly created post of president. He next joined the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison, LLP and later started a consulting firm.

Manning is survived by his wife, Alexandra Zekovic; five children; and six grandchildren. SL

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