ESGL Holdings Verdict Clears Company of Former CEO’s Claims, Removes Legal Obstacle to De Tomaso Deal

ESGL
February 11, 2026

A federal jury delivered its decision on February 6, 2026, finding that former ESGL Holdings chief executive Ryan Berris had no equity interest in De Tomaso and was not contractually entitled to the compensation he sought. The ruling also rejected Berris’s claims of wrongful termination and denied him the promised incentives tied to a bespoke limited‑edition supercar.

The jury’s judgment extended to De Tomaso’s counterclaims, awarding the Italian automaker damages for breach of fiduciary duty. While the exact amount was not disclosed, the court’s order confirmed that De Tomaso’s claims were upheld and that Berris was not entitled to any of the $540,000 he had previously been awarded for his work on the merger. The decision therefore removes a major legal liability for both companies.

The verdict clears a key obstacle for the proposed business combination between ESGL and De Tomaso. The two firms had been negotiating a merger that would combine ESGL’s circular‑economy technology with De Tomaso’s luxury‑car brand, but the litigation had created uncertainty for investors and regulators. With the lawsuit resolved, the parties can now focus on the remaining regulatory approvals, including Nasdaq listing requirements and customary closing conditions, though the deal’s completion is still not guaranteed.

ESGL’s financial performance has been a concern amid the legal dispute. In the first six months of 2025, the company reported revenue of $2.716 million, down from $3.488 million in the same period of 2024, and its net assets declined as expenses rose. The verdict therefore provides a much‑needed relief, but the company’s underlying revenue and profitability trends remain weak, underscoring the importance of the merger for future growth.

Berris’s lawsuit stemmed from his claim that he was wrongfully fired for criticizing owner Norman Choi and that he was denied the compensation and incentives promised in his employment agreement. He alleged that De Tomaso’s management had engaged in fraudulent practices related to the company’s revival and potential public offering. The jury’s rejection of these claims confirms that the former CEO’s allegations were unfounded and that the company’s management acted within its contractual authority.

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