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Regulation (EU) 2024/900 on the Transparency and Targeting of Political Advertising
On 10 October 2025, new rules on political advertising came into effect across the EU by way of Regulation (EU) 2024/900 (the “Regulation”) which is focussed on the transparency and targeting of political advertising. The purpose of the Regulation is to help protect the integrity of elections and referendums against targeted manipulation and foreign interference.
The political advertising rules impose obligations on sponsors and publishers of political advertisements and providers of political advertising services, to ensure that political advertisements are properly and clearly identified and recognisable to audiences. These obligations apply to traditional offline media services, such as newspapers, television and radio, as well as online platforms, such as websites, mobile applications and other digital interfaces.
Ireland has implemented the Regulation by way of S.I. 2025/474, which also came into effect on 10 October 2025.
Key Requirements of the Act:
- All paid political ads must carry a transparency label identifying the sponsor and whether targeting techniques were used.
- Online targeting: personal data can only be used if users give explicit, separate consent for political information and advertisement.
- To prevent foreign influence, ads paid for by sponsors outside of the EU are banned in the 3 months before an election or referendum.
- Platforms must keep public repository of political ads.
- Accessible reporting for those who violate the rules and Member States must enforce sanctions.
The new political advertising rules will undoubtedly change the landscape for political advertising – both in print and online. While it will be much clearer to citizens which ads are political, this new landscape is somewhat uncertain for service providers, publishers, and sponsors who await to see how enforcement will play out. Read more about the Regulation in our Matheson Insight here.
Case Law
Fang Ankong v Green Elite Ltd (in liquidation): Confirming the Parameters of the Duomatic Principle
The common law principle of decision-making by shareholders by way of informal unanimous consent has evolved over time, as per the case of Duomatic Ltd, Re [1969] the leading modern authority in this area. Buckley J, at the time, summarised the principle as follows:
“where it can be shown that all shareholders who have a right to attend and vote at a general meeting of the company assent to some matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general meeting would be."
Background
In September of this year in the case of Fang Ankong v Green Elite Ltd (in liquidation) [2025] the Judicial Committee of the Privy Council declined to overturn lower court judgments that, in the circumstances, the conditions for the application of the Duomatic principle had not been met. In doing so, the Privy Council emphasised that there was no need for a decision by unanimous consent under the Duomatic principle to have the features of a binding contract.
Green Elite Ltd was a company incorporated in the British Virgin Islands (“BVI”) formed as a vehicle for an employee share incentive scheme with shareholders HWH Holdings Ltd, a company owned by Mr Fang, and Delco Participation BV, a Dutch company owned by two individuals in the Netherlands.
Green Elite sold its only significant assets, and the proceeds were paid directly into Mr. Fang’s personal bank account, without any notification to Delco. This was done without any formal board meeting or shareholders’ resolution.
On these points, the Court reaffirmed the basic fiduciary principle that directors cannot simply divert company assets to themselves unless there is clear authority. On the Duomatic principle, the informal unanimous consent did not exist for the specific payment. It was not enough for the shareholders to agree to a scheme, but not the mechanics of the scheme.
Key Take-Aways
This case underlines the importance of documenting shareholder decisions and clarifies the limits of the Duomatic principle, where informal consent only works if shareholders have clearly and unanimously agreed to the specific transaction and not just the broad purpose.
While Fang Ankong v Green Elite Ltd is not binding in Irish courts, it offers a persuasive authority that supports and sharpens existing Irish principles on directors’ duties and shareholder consent.
