skip to content
 
Professor Sarah Worthington's picture

Email

sew1003@cam.ac.uk

Faculty Contact Details

Room: T15

College Contact Details

Room: A4b, New Court

QC (Hon), BSc (ANU), LLB (Qld), LLM (Melb), PhD (Cantab), FBA, FRSA, FAAL
Downing Professor of the Laws of England; Director of the Cambridge Private Law Centre

Interests

Commercial equity and corporate law, especially personal property, secured financing, and corporate and contract governance issues.

CV / Biography

Currently: Treasurer, British Academy; Bencher of Middle Temple; Academic Member, South Square, Gray's Inn; Panel Member, PRIME Finance; Director and Fellow, International Academy of Commercial and Consumer Law; Fellow, European Law Institute; Fellow, Academia Europaea; Visiting appointments: Merralls Fellow (2016) and Professorial Fellow, University of Melbourne; Cheng Yu Tong Visiting Professor, University of Hong Kong; Distinguished Fellow, Australian Centre for Private Law, University of Queensland. Syndic, Cambridge University Press. Panelist on ALI’s Restatement Fourth, Property International Advisory Panel (2015-)

Previously: Member of Council, British Academy; Member of Council, AHRC; President, Society of Legal Scholars; member, Judicial Appointments Committee Diversity Forum; member of Operating Board and chair of Audit Committee, Cambridge University Press; member, Advisory Council for the Study Group for a European Civil Code; consultant, UK Law Commission; member of working groups of the Bank of England Financial Markets Law Committee and the UK Company Law Review.

Publications

 

Books

"Revolution and Evolution in Private Law" (Hart Publishing) (Ed)

Co-Author/s:
S Worthington, A Robertson and G Virgo (eds)
Publisher:
Hart Publishing
ISBN:
9781509913244
Published Oct 2017

"Commercial Remedies: Resolving Controversies (with G Virgo, eds)" (CUP) (Ed)

"Sealy and Worthington's Text, Cases, and Materials in Company Law" (OUP) 11th Edition

"Gower's Principles of Modern Company Law (with Paul L Davies)" (Sweet & Maxwell Ltd) 10th Edition

Publisher:
Sweet & Maxwell Ltd
ISBN:
0414056264
ISBN 13:
978-0414056268
Published Jul 2016

"Palmer's Company Law (Gen Ed GK Morse) -- responsible for Part 8A: Management of the Company" (Sweet & Maxwell)

Publisher:
Sweet & Maxwell
Published Oct 2014

"The Law of Personal Property (with M Bridge, L Gullifer, G McMeel)" (Sweet & Maxwell)

Editor's Name:
9781847037992
Publisher:
Sweet & Maxwell
Published Aug 2013

"Equity and Property: Fact, Fantasy and Morals" (Queensland University Press)

Publisher:
Queensland University Press
Published Oct 2009

"Equity" (Clarendon Press) 2nd Edition

Publisher:
Clarendon Press
Published Oct 2006

"Commercial Law and Commercial Practice" (Hart Publishing) (Ed)

Publisher:
Hart Publishing
Published Oct 2003

"Personal Property Law: Text and Materials" (Hart Publishing)

Publisher:
Hart Publishing
Published Oct 2000

"Proprietary Interests in Commercial Transactions" (OUP)

Publisher:
OUP
Published Oct 1996

Articles

"Agents behaving badly?" (2017) 4 JIBFL 202-204

Citation:
(2017) 4 JIBFL 202-204
Published: Apr 2017

"Corporate Attribution and Agency: Back to Basics" (2017) 133 LQR 118-143

Citation:
(2017) 133 LQR 118-143
Published: Jan 2017

"The Death of Penalties in Two Legal Cultures?" (2016) 7 UK Supreme Court Yearbook 129-151

Citation:
(2016) 7 UK Supreme Court Yearbook 129-151
Published: Dec 2016

"Four Questions on Fiduciaries" (2016) 2 Canadian Journal of Comparative and Contemporary Law 723-64 (special issue on 'Equity in the 21st Century: Problems and Perspectives')

Citation:
(2016) 2 Canadian Journal of Comparative and Contemporary Law 723-64 (special issue on 'Equity in the 21st Century: Problems and Perspectives')
Published: Jul 2016

"Lessons from Lehman: Persistent Problems for Secured Lenders" [2014] International Corporate Rescue 150-158

Citation:
[2014] International Corporate Rescue 150-158
Published: Mar 2014

"Fiduciary Duties and Proprietary Remedies: Addressing the Failure of Equitable Formulae" [2013] CLJ 720-752

Citation:
[2013] CLJ 720-752
Published: Sep 2013

"Good faith, flawed assets and the emasculation of the UK anti-deprivation rule" (2012) 75 MLR 112-121

Citation:
(2012) 75 MLR 112-121
Published: Jan 2012

"Testing the Anti-Deprivation Rule: a response to ‘Lehman brothers and the anti-deprivation principle: current uncertainties and proposals for reform’" (2011) 6 Capital Markets Law Journal 450-455

Citation:
(2011) 6 Capital Markets Law Journal 450-455
Published: Oct 2011

"The Unique Charm of the Common Law" (2011) 19 3/4 European Review of Private Law 345-361

Citation:
(2011) 19 3/4 European Review of Private Law 345-361
Published: Oct 2011

"Statutory Rules, Common Law Rules and Public Policy in the Global Financial Crisis" (2011) Penn State International Law Review (with Grainne Mellon)

Co-Author/s:
Grainne Mellon
Citation:
(2011) Penn State International Law Review (with Grainne Mellon)
Published: Oct 2011

"Making Sense of Arguments about the Anti-Deprivation Rule" (2011) 8(1) International Corporate Rescue 26-39

Citation:
(2011) 8(1) International Corporate Rescue 26-39
Published: Oct 2011

"Insolvency Deprivation, Public Policy and Priority Flip Clauses" (2010) 7(1) International Corporate Rescue 28-39

Citation:
(2010) 7(1) International Corporate Rescue 28-39
Published: Oct 2010

"Art, Law and Creativity" [2009] 62 Current Legal Problems 168-201

Citation:
[2009] 62 Current Legal Problems 168-201
Published: Oct 2009

"‘Pitfalls with Proprietary Claims—Lehman Bros Again" (2009) Journal of International Banking and Finance Law 321-324 (with Ina Mitchkovska)

Co-Author/s:
Ina Mitchkovska
Citation:
(2009) Journal of International Banking and Finance Law 321-324 (with Ina Mitchkovska)
Published: Oct 2009

"Floating charges: the current state of play" (2008) Journal of International Banking and Finance Law 467-469 (with Ina Mitchkovska)

Co-Author/s:
Ina Mitchkovska
Citation:
(2008) Journal of International Banking and Finance Law 467-469 (with Ina Mitchkovska)
Published: Oct 2008

"Property as Proxy for Policy in Common Law Adjudication" (2007) 25(2) University of Queensland Law Journal 329-347

Citation:
(2007) 25(2) University of Queensland Law Journal 329-347
Published: Oct 2007

"Property, Obligation and Insolvency Policy: Cutting the Gordian Knot" (2005) 20 Journal of International Banking and Financial Law 100-103

Citation:
(2005) 20 Journal of International Banking and Financial Law 100-103
Published: Oct 2005

"An "Unsatisfactory Area of the Law"—Fixed and Floating Charges Yet Again" (2004) 1 International Corporate Rescue 175-184

Citation:
(2004) 1 International Corporate Rescue 175-184
Published: Oct 2004

"Reviewing Rescission: Real Rights or Mere Possibilities" [2003] Insolvency Lawyer14-23 (summarises 2002 RLR 28-68)

Citation:
[2003] Insolvency Lawyer14-23 (summarises 2002 RLR 28-68)
Published: Oct 2003

"Integrating Equity and the Common Law" (2002) 55 Current Legal Problems 223-262

Citation:
(2002) 55 Current Legal Problems 223-262
Published: Oct 2002

"The Proprietary Consequences of Rescission" [2002] Restitution Law Review 28-68

Citation:
[2002] Restitution Law Review 28-68
Published: Oct 2002

"Rehabilitating Personal Property Law as a Serious Topic for Teaching and Research" (2002) 36 Canadian Business LJ 1-28

Citation:
(2002) 36 Canadian Business LJ 1-28
Published: Oct 2002

"Shares and Shareholders: Property, Power and Entitlement - Parts I and II" (2001) 22 Company Lawyer 258-66 and 307-314

Citation:
(2001) 22 Company Lawyer 258-66 and 307-314
Published: Oct 2001

"Reforming Directors’ Duties" (2001) 64 Modern Law Review 439-458

Citation:
(2001) 64 Modern Law Review 439-458
Published: Oct 2001

"Corporate Governance: Remedying and Ratifying Directors’ Breaches" (2000) 116 Law Quarterly Review 638-675

Citation:
(2000) 116 Law Quarterly Review 638-675
Published: Oct 2000

"Equitable Estoppel: Unpacking a Doctrine" (2000) 27 Journal of Malaysian and Comparative Law 227-246

Citation:
(2000) 27 Journal of Malaysian and Comparative Law 227-246
Published: Oct 2000

"Equitable Estoppel: Unpacking a Doctrine" (2000) 27 Journal of Malaysian and Comparative Law 227-246 [later developed in Equity (2nd ed, OUP, 2006)]

Citation:
(2000) 27 Journal of Malaysian and Comparative Law 227-246 [later developed in Equity (2nd ed, OUP, 2006)]
Published: May 2000

"Reconsidering Disgorgement" (1999) 62 Modern Law Review 218-240

Citation:
(1999) 62 Modern Law Review 218-240
Published: Oct 1999

"Sorting Out Ownership Interests in a Bulk: Gifts, Sales and Trusts" [1999] Journal of Business Law 1-22

Citation:
[1999] Journal of Business Law 1-22
Published: Oct 1999

"Fiduciaries: When is Self-Denial Obligatory?" [1999] Cambridge Law Journal 500-508

Citation:
[1999] Cambridge Law Journal 500-508
Published: Oct 1999

"Back Door Security Devices" [1999] Insolvency Lawyer 153-161

Citation:
[1999] Insolvency Lawyer 153-161
Published: May 1999

"Fixed Charges Over Book Debts and Other Receivables" (1997) 113 Law Quarterly Review 562-569

Citation:
(1997) 113 Law Quarterly Review 562-569
Published: Oct 1997

"Proprietary Remedies: The Nexus Between Specific Performance and Constructive Trusts" [1996] Journal of Contract Law 1-25

Citation:
[1996] Journal of Contract Law 1-25
Published: Oct 1996

"When does a Buyer Acquire an Interest in Property?: The Implications of the Goldcorp Saga" (1995/96) 2 Receivers, Administrators and Liquidators Quarterly 23-35

Citation:
(1995/96) 2 Receivers, Administrators and Liquidators Quarterly 23-35
Published: May 1996

"Proprietary restitution - void, voidable and uncompleted contracts" (1995) 9 Trust Law International 113-23

Citation:
(1995) 9 Trust Law International 113-23
Published: May 1995

"Equitable Liens in Commercial Transactions" (1994) 53 Cambridge Law Journal 263-72

Citation:
(1994) 53 Cambridge Law Journal 263-72
Published: May 1994

"Floating Charges - An Alternative Theory" (1994) 53 Cambridge Law Journal 81-103 [later expanded in Proprietary Interests in Commercial Transactions (1996, OUP)]

Citation:
(1994) 53 Cambridge Law Journal 81-103 [later expanded in Proprietary Interests in Commercial Transactions (1996, OUP)]
Published: May 1994

"Public Unit Trusts: Principles, Policy and Reform of the Trustee and Manager Roles" (1992) 15 University of New South Wales Law Journal 256-67

Citation:
(1992) 15 University of New South Wales Law Journal 256-67
Published: May 1992

"Directors’ Duties, Creditors’ Rights and Shareholder Intervention" (1991) 18 Melbourne University Law Review 121-153

Citation:
(1991) 18 Melbourne University Law Review 121-153
Published: Oct 1991

"Continental Shelf Delimitation in the Timor Gap" [1991] Australian Mining and Petroleum Law Association Yearbook 566-85

Citation:
[1991] Australian Mining and Petroleum Law Association Yearbook 566-85
Published: Oct 1991

Book Chapters

"The Commercial Triple Helix: Contract, Property and Unjust Enrichment" in P Devonshire and R Havelock (eds), The Impact of Equity and Restitution in Commerce (Hart Publishing)

Publisher:
Hart Publishing
ISBN 13:
9781509915644
Co-Author/s:
P Devonshire and R Havelock (eds)
Published Nov 2018

"Revolutions in Personal Property: Redrawing the Common Law’s Conceptual Map" in S Worthington, A Robertson and G Virgo (eds), Revolution and Evolution in Private Law (Hart Publishing), pp. Ch 11

Publisher:
Hart Publishing
Pages:
Ch 11
Co-Author/s:
S Worthington, A Robertson and G Virgo (eds)
Published Jan 2018

"Revolution and Evolution in Private Law" in S Worthington, A Robertson and G Virgo (eds), Revolution and Evolution in Private Law (Hart Publishing), pp. Ch 1

Publisher:
Hart Publishing
Pages:
Ch 1
Co-Author/s:
S Worthington, A Robertson and G Virgo (eds)
Published Oct 2017

"How Can English Property Law Contribute to a European Concept of Ownership?" in E Laroba (ed), The Right of Ownership in the Construction of European Private Law: Indexes, Transfer Systems and Objects (Tirant lo Blanch), pp. 33-57

Publisher:
Tirant lo Blanch
Pages:
33-57
Co-Author/s:
E Laroba (ed)
Published Sep 2017

"Commercial remedies: identifying themes and controversies (with G Virgo)" in G Virgo and S Worthington (eds), Commercial Remedies: Resolving Controversies (CUP), pp. Ch 1

Publisher:
CUP
Pages:
Ch 1
Co-Author/s:
G Virgo and S Worthington (eds)
Published Aug 2017

"Penalty Clauses" in G Virgo and S Worthington (eds), Commercial Remedies: Resolving Controversies (CUP), pp. Ch 16 (pp 366-389)

Publisher:
CUP
Pages:
Ch 16 (pp 366-389)
Co-Author/s:
G Virgo and S Worthington (eds)
Published Aug 2017

"Exposing Third Party Liability in Equity: Lessons from the Limitation Rules" in PS Davies and JE Penner (eds), Equity, Trusts and Commerce (Hart Publishing), pp. Ch 14 (pp 331-359)

Publisher:
Hart Publishing
Pages:
Ch 14 (pp 331-359)
Co-Author/s:
PS Davies and JE Penner (eds)
Published May 2017

"The Scope and Application of the Anti-Deprivation Rule" in D Faber and N Vermunt (eds), Bank Failure: Lessons from Lehman Brothers (OUP), pp. Ch 9

Publisher:
OUP
Pages:
Ch 9
Co-Author/s:
D Faber and N Vermunt (eds)
Published Apr 2017

"Fiduciaries: Following Finn" in T Bonyhady (ed), Finn’s Law: An Australian Justice (Federation Press)

Publisher:
Federation Press
Co-Author/s:
T Bonyhady (ed)
Published Nov 2016

"Common Law Values: The Role of Party Autonomy in Private Law" in A Roberston and M Tilbury (eds), The Common Law of Obligations: Divergence and Unity (Hart Publishing), pp. 301-322 (Ch 14), available at http://ssrn.com/abstract=2620191 with the consent of Hart Publishing.

Publisher:
Hart Publishing
Pages:
301-322 (Ch 14), available at http://ssrn.com/abstract=2620191 with the consent of Hart Publishing.
Co-Author/s:
A Roberston and M Tilbury (eds)
Published Jan 2016

"How Secure is Security?" in L Gullifer and S Vogenauer (eds), Contract, Commerce and Comparative Law: Essays in Honour of Hugh Beale (OUP), pp. 417-437

Publisher:
OUP
Pages:
417-437
Co-Author/s:
L Gullifer and S Vogenauer (eds)
Published Nov 2014

"What is Left of Equity’s Relief against Forfeiture?" in Elise Bant and Matthew Harding, Exploring Private Law (CUP) (Ed), pp. 249-274

Publisher:
CUP
Pages:
249-274
Co-Author/s:
Elise Bant and Matthew Harding
Published Oct 2010

"Appointment" in Simon Mortimore QC, Company Directors: Duties, Liabilities and Remedies (OUP) (Ed), pp. (Ch 6, with Martin Griffiths QC)

Publisher:
OUP
Pages:
(Ch 6, with Martin Griffiths QC)
Co-Author/s:
Simon Mortimore QC
Published Oct 2009

"Terms of Service" in Simon Mortimore QC, Company Directors: Duties, Liabilities and Remedies (OUP) (Ed), pp. (Ch 7, with Edward Brown)

Publisher:
OUP
Pages:
(Ch 7, with Edward Brown)
Co-Author/s:
Simon Mortimore QC
Published Oct 2009

"Removal of Directors" in Simon Mortimore QC, Company Directors: Duties, Liabilities and Remedies (OUP) (Ed), pp. (Ch 8, with Edward Brown)

Publisher:
OUP
Pages:
(Ch 8, with Edward Brown)
Co-Author/s:
Simon Mortimore QC
Published Oct 2009

"Company Charges" in PL Davies, Gower and Davies Principles of Modern Company Law (8th ed) (OUP), pp. Ch 32

Publisher:
OUP
Pages:
Ch 32
Co-Author/s:
PL Davies
Published Oct 2008

"Proprietary Remedies and Insolvency Policy: The Need for a New Approach" in J Lowry and L Mistelis (eds), Commercial Law: Perspectives and Practice (Lexis-Nexis/Butterworths), pp. 191-205

Publisher:
Lexis-Nexis/Butterworths
Pages:
191-205
Co-Author/s:
J Lowry and L Mistelis (eds)
Published Oct 2006

"Floating Charges: The Use and Abuse of Doctrinal Analysis" in J Getzler and J Payne (eds), Company Charges: Spectrum and Beyond (OUP), pp. 25-49

Publisher:
OUP
Pages:
25-49
Co-Author/s:
J Getzler and J Payne (eds)
Published Oct 2006

"Re Diplock (1948)" in C Mitchell and P Mitchell (eds), Landmark Cases in the Law of Restitution (Hart Publishing), pp. 285-323 (with T Akkouh)

Publisher:
Hart Publishing
Pages:
285-323 (with T Akkouh)
Co-Author/s:
C Mitchell and P Mitchell (eds)
Published Oct 2006

"‘The Disappearing Divide Between Property and Obligation: The Impact of Aligning Legal Analysis and Commercial Expectation" in S Degeling and J Edelman (eds), Equity in Commercial Law (Thompson), pp. 93-117 (reprinted in (2007) 42(3) Texas International Law Journal 917-939)

Publisher:
Thompson
Pages:
93-117 (reprinted in (2007) 42(3) Texas International Law Journal 917-939)
Co-Author/s:
S Degeling and J Edelman (eds)
Published Oct 2005

"Aligning Commercial Law and Commercial Practice" in S Worthington, Commercial Law and Commercial Practice (Hart Publishing) (Ed), pp. (Ch 1)

Publisher:
Hart Publishing
Pages:
(Ch 1)
Co-Author/s:
S Worthington
Published Oct 2003

"Equity: Property and Obligation" in P Cane and M Tushnet, The Oxford Handbook of Legal Studies (OUP) (Ed), pp. 80-98

Publisher:
OUP
Pages:
80-98
Co-Author/s:
P Cane and M Tushnet
Published Oct 2003

"The Commercial Utility of the Trust Vehicle" in DJ Hayton, Extending the Boundaries of Trusts and Similar Ring-Fenced Funds (Kluwer) (Ed), pp. 135-162

Publisher:
Kluwer
Pages:
135-162
Co-Author/s:
DJ Hayton
Published Oct 2002

"Justifying Claims to Secondary Profits" in EJH Schrage, Unjust Enrichment and the Law of Contract (Kluwer) (Ed), pp. 451-473

Publisher:
Kluwer
Pages:
451-473
Co-Author/s:
EJH Schrage
Published Oct 2001

"Commercial Law: Confining the Remedial Boundaries" in DJ Hayton, Law’s Future(s): British Legal Developments in the 21st Century (Hart Publishing), pp. 281-312 (with Professor Sir Roy Goode QC)

Publisher:
Hart Publishing
Pages:
281-312 (with Professor Sir Roy Goode QC)
Co-Author/s:
DJ Hayton
Published Oct 2000

"Passing of Property" in E McKendrick, Sale of Goods (Lloyd's of London Press) (Ed), pp. 57-105

Publisher:
Lloyd's of London Press
Pages:
57-105
Co-Author/s:
E McKendrick
Published Oct 2000

"Subrogation Claims on Insolvency" in F Rose, Insolvency and Restitution (Lloyd's of London Press) (Ed), pp. 66-76

Publisher:
Lloyd's of London Press
Pages:
66-76
Co-Author/s:
F Rose
Published Oct 2000

"The Pari Passu Principle and Ranking Restitutionary Rights" in F Rose, Insolvency and Restitution (Lloyd's of London Press) (Ed), pp. 1-20 (with V Finch)

Publisher:
Lloyd's of London Press
Pages:
1-20 (with V Finch)
Co-Author/s:
F Rose
Published Oct 2000

"Three Questions on Proprietary Restitution" in WR Cornish, R Nolan, J O’Sullivan and G Virgo (eds), Restitution Past, Present and Future: Essays in Honour of Gareth Jones (Hart Publishing), pp. 79-86

Publisher:
Hart Publishing
Pages:
79-86
Co-Author/s:
WR Cornish, R Nolan, J O’Sullivan and G Virgo (eds)
Published Oct 1998

"The Duty to Monitor: A Modern View of the Director’s Duty of Care" in F Macmillan, Perspectives in Company Law: 2 (Kluwer) (Ed), pp. 181-202

Publisher:
Kluwer
Pages:
181-202
Co-Author/s:
F Macmillan
Published Oct 1997

"The Proprietary Consequences of Contract Failure" in F Rose, Failure of Contracts: Contractual, Restitutionary and Proprietary Consequences (Hart Publishing) (Ed), pp. 67-89

Publisher:
Hart Publishing
Pages:
67-89
Co-Author/s:
F Rose
Published Oct 1997

Book Reviews

Review Article: Interests in Goods (Review of Interests in Goods, N Palmer and E McKendrick (eds) (2nd edn, LLP, 1998)) (2000) 34 Canadian Business LJ 269-287

Published Oct 2000

Case Notes

‘Directors’ Duties and Improper Purposes’ (casenote on Eclairs Group Ltd v JKX Oil & Gas plc; Glengary Overseas Ltd v JKX Oil & Gas plc [2015] UKSC 71) [2016] CLJ 213-216

Published: May 2016