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sew1003@cam.ac.uk

College Contact Details

Room: A4b, New Court

Downing Professor Emeritus of the Laws of England

DBE KC (Hon), BSc (ANU), LLB (Qld), LLM (Melb), PhD (Cantab), FBA, FRSA, FAAL

Interests

Specialises in equity, personal property and commercial and corporate law. Her research is primarily focused on the controversial issues relating to property rights and abuse of power in commercial, not-for-profit and corporate contexts.

CV / Biography

Currently: Trustee, British Museum; Member of the Board of Governors, London Business School; Bencher of Middle Temple; Barrister and Academic Member, South Square, Gray's Inn; Panel Member, PRIME Finance; Syndic, Cambridge University Press and Cambridge Assessment. Fellow, International Academy of Commercial and Consumer Law; 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. Panelist on ALI’s Restatement Fourth, Property International Advisory Panel (2015-)

Previously: Director, Cambridge Private Law Centre; Treasurer, British Academy; Member of Council, British Academy; Member of Council, AHRC; Fellow, European Law Institute; 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

Sealy and Worthington's Text, Cases, and Materials in Company Law (with Sinéad Agnew) (OUP, 2022) 12th Edition

Co-Author/s:
Sinéad Agnew
Publisher:
OUP
ISBN 13:
9780198830092
Published Jul 2022

Gower's Principles of Modern Company Law (ed) (Sweet & Maxwell Ltd, 2021) 11th Edition

Co-editor(s):
Paul L Davies and Chris Hare
Publisher:
Sweet & Maxwell Ltd
ISBN:
9780414088122
Published Jun 2021

Challenging Private Law: Lord Sumption on the Supreme Court (ed) (Hart Publishing, 2020)

Co-editor(s):
Will Day
Publisher:
Hart Publishing
ISBN 13:
9781509934874
Published Nov 2020

Revolution and Evolution in Private Law (ed) (Hart Publishing, 2018)

Co-editor(s):
A Robertson and G Virgo
Publisher:
Hart Publishing
ISBN:
9781509913244
Published Jan 2018

Commercial Remedies: Resolving Controversies (ed) (CUP, 2017)

Palmer's Company Law -- Part 8A: Management of the Company (ed) (Sweet & Maxwell, 2014)

Co-editor(s):
Gen Ed GK Morse
Publisher:
Sweet & Maxwell
ISBN 13:
9780420446602
Published Oct 2014

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

Co-editor(s):
9781847037992
Co-Author/s:
M Bridge, L Gullifer, G McMeel
Publisher:
Sweet & Maxwell
ISBN 13:
9780414073951
Published Aug 2013

Equity and Property: Fact, Fantasy and Morals (Queensland University Press, 2010)

Publisher:
Queensland University Press
Published Apr 2010

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

"Fiduciaries Then and Now" [2021] CLJ 154-178 (Centenary Edition, vol 80)

Citation:
[2021] CLJ 154-178 (Centenary Edition, vol 80)
Published: Jul 2021

"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

"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

"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

"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

"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

"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 [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

"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

"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

Book Chapters

"Proprietary Restitution" (with Will Day) in W Day and S Worthington (ed(s)), Challenging Private Law: Lord Sumption on the Supreme Court (Hart Publishing, 2020), pp. Ch 11

Publisher:
Hart Publishing
Pages:
Ch 11
Published Jul 2020

"Powers" in Will Day and Sarah Worthington (ed(s)), Challenging Private Law: Lord Sumption on the Supreme Court (Hart Publishing, 2020), pp. Ch 16

Publisher:
Hart Publishing
Pages:
Ch 16
Published Jul 2020

"The Myth of Common Law Tracing" in C Mitchell and S Watterson (ed(s)), The World of Maritime and Commercial Law: Essays in Honour of Francis Rose (Hart Publishing, 2020), pp. 309-328

Publisher:
Hart Publishing
Pages:
309-328
Published Mar 2020

"The Commercial Triple Helix: Contract, Property and Unjust Enrichment" in P Devonshire and R Havelock (ed(s)), The Impact of Equity and Restitution in Commerce (Hart Publishing, 2018), pp. 33-64

Publisher:
Hart Publishing
Pages:
33-64
ISBN 13:
9781509915644
Published Nov 2018

"Revolution and Evolution in Private Law" in S Worthington, A Robertson and G Virgo (ed(s)), Revolution and Evolution in Private Law (Hart Publishing, 2018), pp. Ch 1

Publisher:
Hart Publishing
Pages:
Ch 1
Published Jan 2018

"Revolutions in Personal Property: Redrawing the Common Law’s Conceptual Map" in S Worthington, A Robertson and G Virgo (ed(s)), Revolution and Evolution in Private Law (Hart Publishing, 2018), pp. Ch 11

Publisher:
Hart Publishing
Pages:
Ch 11
Published Jan 2018

"How Can English Property Law Contribute to a European Concept of Ownership?" in E Laroba (ed(s)), 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
Published Sep 2017

"Commercial remedies: identifying themes and controversies (with G Virgo)" (with G Virgo) in G Virgo and S Worthington (ed(s)), Commercial Remedies: Resolving Controversies (CUP, 2017), pp. Ch 1

Publisher:
CUP
Pages:
Ch 1
Published Aug 2017

"Penalty Clauses" in G Virgo and S Worthington (ed(s)), Commercial Remedies: Resolving Controversies (CUP, 2017), pp. Ch 16 (pp 366-389)

Publisher:
CUP
Pages:
Ch 16 (pp 366-389)
Published Aug 2017

"Exposing Third Party Liability in Equity: Lessons from the Limitation Rules" in PS Davies and JE Penner (ed(s)), Equity, Trusts and Commerce (Hart Publishing, 2017), pp. Ch 14 (pp 331-359)

Publisher:
Hart Publishing
Pages:
Ch 14 (pp 331-359)
Published May 2017

"The Scope and Application of the Anti-Deprivation Rule" in D Faber and N Vermunt (ed(s)), Bank Failure: Lessons from Lehman Brothers (OUP, 2017), pp. Ch 9

Publisher:
OUP
Pages:
Ch 9
Published Apr 2017

"Fiduciaries: Following Finn" in T Bonyhady (ed(s)), Finn’s Law: An Australian Justice (Federation Press, 2016), pp. Ch 2 (pp 33-67)

Publisher:
Federation Press
Pages:
Ch 2 (pp 33-67)
Published Nov 2016

"Common Law Values: The Role of Party Autonomy in Private Law" in A Roberston and M Tilbury (ed(s)), 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.
Published Jan 2016

"How Secure is Security?" in L Gullifer and S Vogenauer (ed(s)), Contract, Commerce and Comparative Law: Essays in Honour of Hugh Beale (OUP, 2014), pp. 417-437

Publisher:
OUP
Pages:
417-437
Published Nov 2014

"What is Left of Equity’s Relief against Forfeiture?" in Elise Bant and Matthew Harding (ed(s)), Exploring Private Law (CUP, 2010), pp. 249-274

Publisher:
CUP
Pages:
249-274
Published Oct 2010

"Removal of Directors" (with Edward Brown) in Simon Mortimore QC (ed(s)), Company Directors: Duties, Liabilities and Remedies (OUP, 2009), pp. Ch 8

Publisher:
OUP
Pages:
Ch 8
Published Oct 2009

"Appointment" (with Martin Griffiths QC) in Simon Mortimore QC (ed(s)), Company Directors: Duties, Liabilities and Remedies (OUP, 2009), pp. Ch 6

Publisher:
OUP
Pages:
Ch 6
Published Oct 2009

"Terms of Service" (with Edward Brown) in Simon Mortimore QC (ed(s)), Company Directors: Duties, Liabilities and Remedies (OUP, 2009), pp. Ch 7

Publisher:
OUP
Pages:
Ch 7
Published Oct 2009

"Company Charges" in PL Davies (ed(s)), Gower and Davies Principles of Modern Company Law (8th ed) (OUP, 2008), pp. Ch 32

Publisher:
OUP
Pages:
Ch 32
Published Oct 2008

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

Publisher:
OUP
Pages:
25-49
Published Oct 2006

"Re Diplock (1948)" (with T Akkouh) in C Mitchell and P Mitchell (ed(s)), Landmark Cases in the Law of Restitution (Hart Publishing, 2006), pp. 285-323

Publisher:
Hart Publishing
Pages:
285-323
Published Oct 2006

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

Publisher:
Lexis-Nexis/Butterworths
Pages:
191-205
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 (ed(s)), 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)
Published Oct 2005

"Aligning Commercial Law and Commercial Practice" in S Worthington (ed(s)), Commercial Law and Commercial Practice (Hart Publishing, 2003), pp. Ch 1

Publisher:
Hart Publishing
Pages:
Ch 1
Published Oct 2003

"Equity: Property and Obligation" in P Cane and M Tushnet (ed(s)), The Oxford Handbook of Legal Studies (OUP, 2003), pp. 80-98

Publisher:
OUP
Pages:
80-98
Published Oct 2003

"The Commercial Utility of the Trust Vehicle" in DJ Hayton (ed(s)), Extending the Boundaries of Trusts and Similar Ring-Fenced Funds (Kluwer, 2002), pp. 135-162

Publisher:
Kluwer
Pages:
135-162
Published Oct 2002

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

Publisher:
Kluwer
Pages:
451-473
Published Oct 2001

"Commercial Law: Confining the Remedial Boundaries" (with Professor Sir Roy Goode QC) in DJ Hayton (ed(s)), Law’s Future(s): British Legal Developments in the 21st Century (Hart Publishing, 2000), pp. 281-312

Publisher:
Hart Publishing
Pages:
281-312
Published Oct 2000

"Passing of Property" in E McKendrick (ed(s)), Sale of Goods (Lloyd's of London Press, 2000), pp. 57-105

Publisher:
Lloyd's of London Press
Pages:
57-105
Published Oct 2000

"Subrogation Claims on Insolvency" in F Rose (ed(s)), Insolvency and Restitution (Lloyd's of London Press, 2000), pp. 66-76

Publisher:
Lloyd's of London Press
Pages:
66-76
Published Oct 2000

"The Pari Passu Principle and Ranking Restitutionary Rights" (with V Finch) in F Rose (ed(s)), Insolvency and Restitution (Lloyd's of London Press, 2000), pp. 1-20

Publisher:
Lloyd's of London Press
Pages:
1-20
Published Oct 2000

"Three Questions on Proprietary Restitution" in WR Cornish, R Nolan, J O’Sullivan and G Virgo (ed(s)), Restitution Past, Present and Future: Essays in Honour of Gareth Jones (Hart Publishing, 1998), pp. 79-86

Publisher:
Hart Publishing
Pages:
79-86
Published Oct 1998

"The Proprietary Consequences of Contract Failure" in F Rose (ed(s)), Failure of Contracts: Contractual, Restitutionary and Proprietary Consequences (Hart Publishing, 1997), pp. 67-89

Publisher:
Hart Publishing
Pages:
67-89
Published Oct 1997

"The Duty to Monitor: A Modern View of the Director’s Duty of Care" in F Macmillan (ed(s)), Perspectives in Company Law: 2 (Kluwer, 1997), pp. 181-202

Publisher:
Kluwer
Pages:
181-202
Published Oct 1997

Book Reviews

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

Published Oct 2000

Case Notes

Experts as Fiduciaries – An Academic Distraction’ [2021] CLJ 241-244 (casenote on Secretariat Consulting Pte Ltd v A Company [2021] EWCA Civ 6) [2021] CLJ 241-244

Published: Jul 2021

More Disquiet with Equitable Compensation (casenote on Auden McKenzie (Pharma Division) Limited v Patel [2019] EWCA Civ 2291) [2020] CLJ 220-224

Published: Forthcoming

‘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