However, the more recent decision of the Court of Appeal in Pennington v Waine [2002] EWCA Civ 227 suggests that this is not necessarily essential. Ada Crampton owned 1500 of the 2000 issued shares in a private company and was one of its two directors. About two months before her death, she told Mr Pennington (a partner in the company’s auditors) that she wished to immediately transfer 400 of her shares to her nephew, Harold. Ada’s share certificates were held by the company. Ada signed a share transfer form and gave it to Mr Pennington, who placed it on his file relating to the company. No further action was taken. (Mr Pennington was held not to be the company’s agent but Ada’s agent when he received the form, i.e. the form was not viewed as having been delivered to the company.) Ada told Harold that she wanted him to become a director. Under the company’s articles, he could not be a director unless he held at least one share. Mr Pennington sent him a form of consent to act as director and Harold and Ada both signed this. Harold then took on the benefits and burdens of being a director It was argued that, for the principle in Re Rose to apply, Ada must have done all in her power ‘irrevocably to transfer ownership’, and that this meant that she would have to have given the relevant documents to the company or Harold or his agent, as otherwise she could change her mind at any time. The Court of Appeal upheld the judge’s decision that the gift to Harold was effective in equity and that there was no legal requirement for the form to be delivered to the donee or the company.