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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 (with S Worthington, A Robertson and G Virgo (eds)) (eds) (Hart Publishing, 2017)

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) (ed) (CUP, 2017)

Gower's Principles of Modern Company Law (with Paul L Davies) (Sweet & Maxwell Ltd, 2016) 10th Edition

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

Sealy and Worthington's Text, Cases, and Materials in Company Law (OUP, 2016) 11th Edition

Palmer's Company Law (Gen Ed GK Morse) -- responsible for Part 8A: Management of the Company (Sweet & Maxwell, 2014)

Publisher:
Sweet & Maxwell
Published Oct 2014

The Law of Personal Property (with M Bridge, L Gullifer, G McMeel) (Sweet & Maxwell, 2013)

Co-editor(s):
9781847037992
Publisher:
Sweet & Maxwell
Published Aug 2013

Equity and Property: Fact, Fantasy and Morals (Queensland University Press, 2009)

Publisher:
Queensland University Press
Published Oct 2009

Equity (Clarendon Press, 2006) 2nd Edition

Publisher:
Clarendon Press
Published Oct 2006

Commercial Law and Commercial Practice (ed) (Hart Publishing, 2003)

Publisher:
Hart Publishing
Published Oct 2003

Personal Property Law: Text and Materials (Hart Publishing, 2000)

Publisher:
Hart Publishing
Published Oct 2000

Proprietary Interests in Commercial Transactions (OUP, 1996)

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'); re-published in (2018) 32 Trusts Law International 22-42

Citation:
(2016) 2 Canadian Journal of Comparative and Contemporary Law 723-64 (special issue on 'Equity in the 21st Century: Problems and Perspectives'); re-published in (2018) 32 Trusts Law International 22-42
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

"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

"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

"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" (with S Worthington), The Impact of Equity and Restitution in Commerce (Hart Publishing, 2018)

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" (with S Worthington), Revolution and Evolution in Private Law (Hart Publishing, 2018), 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" (with S Worthington), Revolution and Evolution in Private Law (Hart Publishing, 2017), 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?" (with S Worthington), The Right of Ownership in the Construction of European Private Law: Indexes, Transfer Systems and Objects (Tirant lo Blanch, 2017), 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)", Commercial Remedies: Resolving Controversies (CUP, 2017), pp. Ch 1

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

"Penalty Clauses", Commercial Remedies: Resolving Controversies (CUP, 2017), 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 S Worthington (ed(s)), Equity, Trusts and Commerce (Hart Publishing, 2017), 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" (with S Worthington) in S Worthington (ed(s)), Bank Failure: Lessons from Lehman Brothers (OUP, 2017), pp. Ch 9

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

"Fiduciaries: Following Finn" (with T Bonyhady (ed)), Finn’s Law: An Australian Justice (Federation Press, 2016)

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

"Common Law Values: The Role of Party Autonomy in Private Law" (with A Roberston and M Tilbury (eds)), The Common Law of Obligations: Divergence and Unity (Hart Publishing, 2016), 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?" (with L Gullifer and S Vogenauer (eds)), Contract, Commerce and Comparative Law: Essays in Honour of Hugh Beale (OUP, 2014), 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?" (with Elise Bant and Matthew Harding), Exploring Private Law (CUP, 2010), pp. 249-274

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

"Appointment" (with Simon Mortimore QC), Company Directors: Duties, Liabilities and Remedies (OUP, 2009), 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" (with Simon Mortimore QC), Company Directors: Duties, Liabilities and Remedies (OUP, 2009), 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" (with Simon Mortimore QC), Company Directors: Duties, Liabilities and Remedies (OUP, 2009), 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" (with PL Davies), Gower and Davies Principles of Modern Company Law (8th ed) (OUP, 2008), pp. Ch 32

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

"Floating Charges: The Use and Abuse of Doctrinal Analysis" (with J Getzler and J Payne (eds)), Company Charges: Spectrum and Beyond (OUP, 2006), pp. 25-49

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

"Re Diplock (1948)" (with C Mitchell and P Mitchell (eds)), Landmark Cases in the Law of Restitution (Hart Publishing, 2006), 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

"Proprietary Remedies and Insolvency Policy: The Need for a New Approach" (with J Lowry and L Mistelis (eds)), Commercial Law: Perspectives and Practice (Lexis-Nexis/Butterworths, 2006), pp. 191-205

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

"‘The Disappearing Divide Between Property and Obligation: The Impact of Aligning Legal Analysis and Commercial Expectation" (with S Degeling and J Edelman (eds)), Equity in Commercial Law (Thompson, 2005), 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" (with S Worthington), Commercial Law and Commercial Practice (Hart Publishing, 2003), pp. (Ch 1)

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

"Equity: Property and Obligation" (with P Cane and M Tushnet), The Oxford Handbook of Legal Studies (OUP, 2003), 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" (with DJ Hayton), Extending the Boundaries of Trusts and Similar Ring-Fenced Funds (Kluwer, 2002), pp. 135-162

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

"Justifying Claims to Secondary Profits" (with EJH Schrage), Unjust Enrichment and the Law of Contract (Kluwer, 2001), pp. 451-473

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

"Commercial Law: Confining the Remedial Boundaries" (with DJ Hayton), Law’s Future(s): British Legal Developments in the 21st Century (Hart Publishing, 2000), 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" (with E McKendrick), Sale of Goods (Lloyd's of London Press, 2000), pp. 57-105

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

"Subrogation Claims on Insolvency" (with F Rose), Insolvency and Restitution (Lloyd's of London Press, 2000), 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" (with F Rose), Insolvency and Restitution (Lloyd's of London Press, 2000), 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" (with WR Cornish, R Nolan, J O’Sullivan and G Virgo (eds)), Restitution Past, Present and Future: Essays in Honour of Gareth Jones (Hart Publishing, 1998), 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" (with F Macmillan), Perspectives in Company Law: 2 (Kluwer, 1997), pp. 181-202

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

"The Proprietary Consequences of Contract Failure" (with F Rose), Failure of Contracts: Contractual, Restitutionary and Proprietary Consequences (Hart Publishing, 1997), 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