Sarah Worthington | London School of Economics and Political Science (original) (raw)
Papers by Sarah Worthington
Revolution and Evolution in Private Law
It is suggested here that the core of English property law is not concerned with ‘assets’, and wh... more It is suggested here that the core of English property law is not concerned with ‘assets’, and which assets are classed as property and which are not. Nor is it concerned with which ‘interests’ are proprietary and which are not. Instead, it is exclusively about sharing of assets, and which shared or derivative interests are possible. We could say that any asset that can be shared is ‘property’, so long as we then recognise that the key ‘property’ questions are exclusively concerned with the various possible sharing arrangements and shared interests in that asset. Defining these sharing arrangement inevitably requires the imposition of obligations on the parties to the arrangment, with this achieved either by agreement or by operation of law, and with the corresponding acquisition by each party of rights against the other. One of the clearest examples of this is with debt. In a classificatory system that divides property and obligation, a contract creating a debt is the clearest example of ‘obligation’. And yet this asset can be ‘shared’: it can be held on trust or used as security, and those arrangements can be put in place by agreement or by operation of law. Thus the most incisive and revolutionary contribution of English property law lies, it is suggested, in this novel idea: that it is English law’s greater flexibility and innovation in recognising sharing arrangements, and its concession that all wealth can be shared in some way, that is the true English ‘genius’. It is this that has enabled English ‘property law’ – the English law of sharing assets – to be more flexible, more commercial, more responsive, and therefore more useful and more attuned to modern times than the equivalent laws in civilian jurisdictions.
Part One - Introductory Types and functions of Companies Advantages and Disadvantages of Incorpor... more Part One - Introductory Types and functions of Companies Advantages and Disadvantages of Incorporation Sources of Company Law and the Company's Constitution Formation Procedures Promoters Overseas Companies, Community Law and Jurisdictional Migration Part Two - Separate Legal Personality and Limited Liability Corporate Actions Limited Liability and Lifting the Veil at Common Law Statutory Exceptions to Limited Liability Disqualification of Directors Legal Capital and Minimal Capital Dividends and Distributions Capital Maintenance Part Three - Corporate Governance: The Board and Shareholders The Board Shareholder Decision Making Directors' Duties The Derivative Claim and Personal Actions Against Directors Breach of Corporate Duties: Administrative Remedies Part Four - Corporate Governance - Majority and Minority Shareholders Controlling Members' Voting Unfair Prejudice Part Five - Public Information about the Company Annual Accounts and Reports Audits and Auditors Part Si...
UK Supreme Court Yearbook Volume 1, 2015
This is the lightly edited text of a lecture given in Melbourne and Sydney in September 2016 duri... more This is the lightly edited text of a lecture given in Melbourne and Sydney in September 2016 during my term as Merralls Fellow, Melbourne Law School. I am grateful for that opportunity, and the stimulating debates after the lectures.
The Modern Law Review, 2001
Reforming directors' duties Originally published in Modern law review, 64 (3). pp. 439-458 © 2001... more Reforming directors' duties Originally published in Modern law review, 64 (3). pp. 439-458 © 2001 Blackwell Publishing.
The Modern Law Review, 1999
Reconsidering disgorgement for wrongs Originally published in Modern law review, 62 (2). pp. 218-240
Penn State international law review, 2011
Texas International Law Journal, Jul 1, 2007
There is nothing which so generally strikes the imagination, and engages the affections of mankin... more There is nothing which so generally strikes the imagination, and engages the affections of mankind, as the right of property[.]" 1 * This material was first published in Equity in Commercial Law (Simone Degeling & James Edelman eds., Thomson Lawbook Co. 2005), and is republished with very minor amendments here with the permission of the publishers and editors. 1. WILLIAM BLACKSTONE, 2 COMMENTARIES *2. 2. Royston M. Goode, Ownership and Obligation in Commercial Transactions, 103 LAW Q. REV. 433, 433 (1987). 3. Gary D. Libecap, A Transactions-Cost Approach to the Analysis of Property Rights, in THE ECONOMICS OF CONTRACTS: THEORIES AND APPLICATIONS 140, 140 (Eric Brousseau & Jean Michel Glachant eds., 2002). 4. Id. (citation omitted). 5. Id. at 155. 6. Goode, supra note 2, at 438 (emphasis added). 7. It is possible to make the scheme more specific by dividing personal property first into chattels real
Law quarterly review, 2000
The Cambridge Law Journal, 1999
A highly paid agent sets out to undermine his principal’s business. A doctor wangles sex-for-drug... more A highly paid agent sets out to undermine his principal’s business. A doctor wangles sex-for-drugs favours from a patient. An advisor offers self-interested advice to his client. A father engages in an incestuous relationship with his child. In each case the perpetrator is clearly a wrongdoer and the law must somehow respond. But what is the legal wrong and how should the law respond?
The Cambridge Law Journal, 2001
... ranging from constitutional and administrative law, human rights, indigenous systems of law, ... more ... ranging from constitutional and administrative law, human rights, indigenous systems of law, commercial, criminal, public and private international law, contracts, torts, land, election ... of judicial power and processes were wholly unanticipated by the makers of the Constitution. ...
In this chapter I suggest that English property law is not concerned with ‘assets’, and which ass... more In this chapter I suggest that English property law is not concerned with ‘assets’, and which assets are classed as property and which are not. Nor is it concerned with which ‘interests’ are proprietary and which are not. Instead, it is about the sharing of assets, and which shared or derivative interests are possible. We could say that any asset that can be shared is ‘property’, so long as we then recognise that the key ‘property’ questions are exclusively concerned with the various possible sharing arrangements and shared interests in that asset. One of the plainest examples of this is with debt. In a classificatory system that divides property and obligation, a contract creating a debt is the clearest example of ‘obligation’. Yet this asset can be ‘shared’: it can be held on trust or used as security, and those arrangements can be put in place by agreement or by operation of law. So is a debt really ‘property’, rather than obligation, despite the initial assertion to the contrary...
Journal of business law, 1999
... interest in part of a bulk. The bulk might comprise tangible property (such as wheat) ... int... more ... interest in part of a bulk. The bulk might comprise tangible property (such as wheat) ... interest. Moreover, even in those cases where there is an identified bulk, it does not ... In Re Harvard, the obligation to appropriate shares for a particular client from an ...
The Cambridge Law Journal, 2013
This article proposes a new framework for determining the availability of proprietary remedies fo... more This article proposes a new framework for determining the availability of proprietary remedies for breach of the fiduciary duty of loyalty. It examines the alternative and conflicting arguments put forward in the leading cases, and suggests that they fail to justify their conclusions, either under- or over-estimating the incidence of proprietary relief for fiduciary disloyalty. These shortcomings appear to be the result of inappropriate reliance on familiar equitable formulae, in particular the routine equitable duty to account, the seemingly inescapable maxim that “equity treats as done that which ought to be done”, and the potent rules of tracing.
Revolution and Evolution in Private Law
It is suggested here that the core of English property law is not concerned with ‘assets’, and wh... more It is suggested here that the core of English property law is not concerned with ‘assets’, and which assets are classed as property and which are not. Nor is it concerned with which ‘interests’ are proprietary and which are not. Instead, it is exclusively about sharing of assets, and which shared or derivative interests are possible. We could say that any asset that can be shared is ‘property’, so long as we then recognise that the key ‘property’ questions are exclusively concerned with the various possible sharing arrangements and shared interests in that asset. Defining these sharing arrangement inevitably requires the imposition of obligations on the parties to the arrangment, with this achieved either by agreement or by operation of law, and with the corresponding acquisition by each party of rights against the other. One of the clearest examples of this is with debt. In a classificatory system that divides property and obligation, a contract creating a debt is the clearest example of ‘obligation’. And yet this asset can be ‘shared’: it can be held on trust or used as security, and those arrangements can be put in place by agreement or by operation of law. Thus the most incisive and revolutionary contribution of English property law lies, it is suggested, in this novel idea: that it is English law’s greater flexibility and innovation in recognising sharing arrangements, and its concession that all wealth can be shared in some way, that is the true English ‘genius’. It is this that has enabled English ‘property law’ – the English law of sharing assets – to be more flexible, more commercial, more responsive, and therefore more useful and more attuned to modern times than the equivalent laws in civilian jurisdictions.
Part One - Introductory Types and functions of Companies Advantages and Disadvantages of Incorpor... more Part One - Introductory Types and functions of Companies Advantages and Disadvantages of Incorporation Sources of Company Law and the Company's Constitution Formation Procedures Promoters Overseas Companies, Community Law and Jurisdictional Migration Part Two - Separate Legal Personality and Limited Liability Corporate Actions Limited Liability and Lifting the Veil at Common Law Statutory Exceptions to Limited Liability Disqualification of Directors Legal Capital and Minimal Capital Dividends and Distributions Capital Maintenance Part Three - Corporate Governance: The Board and Shareholders The Board Shareholder Decision Making Directors' Duties The Derivative Claim and Personal Actions Against Directors Breach of Corporate Duties: Administrative Remedies Part Four - Corporate Governance - Majority and Minority Shareholders Controlling Members' Voting Unfair Prejudice Part Five - Public Information about the Company Annual Accounts and Reports Audits and Auditors Part Si...
UK Supreme Court Yearbook Volume 1, 2015
This is the lightly edited text of a lecture given in Melbourne and Sydney in September 2016 duri... more This is the lightly edited text of a lecture given in Melbourne and Sydney in September 2016 during my term as Merralls Fellow, Melbourne Law School. I am grateful for that opportunity, and the stimulating debates after the lectures.
The Modern Law Review, 2001
Reforming directors' duties Originally published in Modern law review, 64 (3). pp. 439-458 © 2001... more Reforming directors' duties Originally published in Modern law review, 64 (3). pp. 439-458 © 2001 Blackwell Publishing.
The Modern Law Review, 1999
Reconsidering disgorgement for wrongs Originally published in Modern law review, 62 (2). pp. 218-240
Penn State international law review, 2011
Texas International Law Journal, Jul 1, 2007
There is nothing which so generally strikes the imagination, and engages the affections of mankin... more There is nothing which so generally strikes the imagination, and engages the affections of mankind, as the right of property[.]" 1 * This material was first published in Equity in Commercial Law (Simone Degeling & James Edelman eds., Thomson Lawbook Co. 2005), and is republished with very minor amendments here with the permission of the publishers and editors. 1. WILLIAM BLACKSTONE, 2 COMMENTARIES *2. 2. Royston M. Goode, Ownership and Obligation in Commercial Transactions, 103 LAW Q. REV. 433, 433 (1987). 3. Gary D. Libecap, A Transactions-Cost Approach to the Analysis of Property Rights, in THE ECONOMICS OF CONTRACTS: THEORIES AND APPLICATIONS 140, 140 (Eric Brousseau & Jean Michel Glachant eds., 2002). 4. Id. (citation omitted). 5. Id. at 155. 6. Goode, supra note 2, at 438 (emphasis added). 7. It is possible to make the scheme more specific by dividing personal property first into chattels real
Law quarterly review, 2000
The Cambridge Law Journal, 1999
A highly paid agent sets out to undermine his principal’s business. A doctor wangles sex-for-drug... more A highly paid agent sets out to undermine his principal’s business. A doctor wangles sex-for-drugs favours from a patient. An advisor offers self-interested advice to his client. A father engages in an incestuous relationship with his child. In each case the perpetrator is clearly a wrongdoer and the law must somehow respond. But what is the legal wrong and how should the law respond?
The Cambridge Law Journal, 2001
... ranging from constitutional and administrative law, human rights, indigenous systems of law, ... more ... ranging from constitutional and administrative law, human rights, indigenous systems of law, commercial, criminal, public and private international law, contracts, torts, land, election ... of judicial power and processes were wholly unanticipated by the makers of the Constitution. ...
In this chapter I suggest that English property law is not concerned with ‘assets’, and which ass... more In this chapter I suggest that English property law is not concerned with ‘assets’, and which assets are classed as property and which are not. Nor is it concerned with which ‘interests’ are proprietary and which are not. Instead, it is about the sharing of assets, and which shared or derivative interests are possible. We could say that any asset that can be shared is ‘property’, so long as we then recognise that the key ‘property’ questions are exclusively concerned with the various possible sharing arrangements and shared interests in that asset. One of the plainest examples of this is with debt. In a classificatory system that divides property and obligation, a contract creating a debt is the clearest example of ‘obligation’. Yet this asset can be ‘shared’: it can be held on trust or used as security, and those arrangements can be put in place by agreement or by operation of law. So is a debt really ‘property’, rather than obligation, despite the initial assertion to the contrary...
Journal of business law, 1999
... interest in part of a bulk. The bulk might comprise tangible property (such as wheat) ... int... more ... interest in part of a bulk. The bulk might comprise tangible property (such as wheat) ... interest. Moreover, even in those cases where there is an identified bulk, it does not ... In Re Harvard, the obligation to appropriate shares for a particular client from an ...
The Cambridge Law Journal, 2013
This article proposes a new framework for determining the availability of proprietary remedies fo... more This article proposes a new framework for determining the availability of proprietary remedies for breach of the fiduciary duty of loyalty. It examines the alternative and conflicting arguments put forward in the leading cases, and suggests that they fail to justify their conclusions, either under- or over-estimating the incidence of proprietary relief for fiduciary disloyalty. These shortcomings appear to be the result of inappropriate reliance on familiar equitable formulae, in particular the routine equitable duty to account, the seemingly inescapable maxim that “equity treats as done that which ought to be done”, and the potent rules of tracing.