A protracted battle for control of TRG has emerged as one of Pakistan’s most consequential corporate governance disputes, with shareholders increasingly focused on whether the outcome could materially erode asset values if Chishti gains influence given a legal finding of sexual misconduct against him, according to a recent report in The Nation.
According to The Nation, companies incubated by the TRG platform employ approximately 35,000 people globally, including about 10,000 in Pakistan, and generate nearly $100 million in annual exports from the country. With the dispute now before Pakistan’s Supreme Court, governance experts warn that the stakes extend well beyond control of a single listed company.
The controversy dates back to late 2021, when TRG co-founder and then-CEO Zia Chishti resigned following a U.S. Congressional hearing that publicly disclosed an arbitration award finding him liable for sexual harassment and assault of a female employee. In the aftermath, boards across TRG entities moved to formalize his departure, citing investor, client, and reputational concerns.
Since then, Chishti has sought to re-establish influence through PSX-listed TRG Pakistan (TRG-P), which holds a 45% voting stake in Bermuda-based TRG International (TRG-I), a technology holding company with more than $100 million in liquid assets. While control of TRG-P would not necessarily confer control of TRG-I, analysts cited in the report say it could represent an important strategic foothold.
TRG has alleged that Chishti is acting in concert with the Jahangir Siddiqui Group (JS Group), which it claims has financed more than Rs 8 billion in share purchases and legal expenses connected to his takeover attempt.
The effort has spawned extensive litigation in Pakistan, the United States, and Bermuda. A key case determining control of TRG-P is now pending before Pakistan’s Supreme Court on appeal, following a June 2025 Sindh High Court ruling in Chishti’s favour.
U.S. court finds “badges of fraud”
Separately, New York–based legal publication Law360 reported that U.S. District Judge Jed S. Rakoff barred Chishti from transferring assets abroad to evade payment of a $9 million arbitral award, ruling that he acted with actual intent to defraud.
That award arose from a January 2025 New York arbitration in which TRG-I prevailed against Chishti. The arbitrator held that Chishti’s pledging of shares to JS Bank as security for a Rs 2.5 billion loan—used to finance purchases of TRG-P shares—was unlawful. The loan has since defaulted, and a New York court confirmed the arbitration award in June 2025.
In a January 2026 order, Judge Rakoff cited “numerous badges of fraud,” finding that Chishti transferred funds into a bank account held in his wife’s name to frustrate enforcement. The court partially granted injunctive relief, barring further transfers.
Governance and valuation risks
Governance experts quoted by The Nation warned that any return to influence by an executive with an actual legal finding of sexual misconduct would be incompatible with the compliance and client-trust frameworks underpinning global technology and outsourcing businesses.
They cautioned that even the perception of such influence could trigger client disengagement, heightened regulatory scrutiny, and investor withdrawals, leading to rapid erosion of enterprise value. The report noted that there are no documented cases of a former CEO with legally substantiated misconduct findings successfully regaining influence at his former company.
Just as significantly, analysts said, the prolonged uncertainty has stalled growth initiatives across the TRG platform. A definitive end to the takeover effort, they added, could remove a persistent overhang and allow management to refocus on capital allocation and expansion.
Court timeline
In November, Chishti told a Bermuda court that he expected Pakistan’s Supreme Court to rule in his favour in early December, a decision he said would allow him to regain control of TRG-P and TRG-I.
According to The Nation, Chishti later testified under oath in his New York enforcement proceeding that, if successful, he would seek indemnification from TRG for his legal costs exceeding $25 million and would pay more than $10 million in unpaid U.S. taxes by selling his TRG-P shares.
Pakistan’s Supreme Court continues to hear arguments and has not indicated a timeline for a final ruling. In its most recent orders, the court appointed a mediator and adjourned proceedings until January 12.
“At its core,” The Nation concluded, “the TRG dispute now turns on whether Pakistan’s capital markets and legal system should allow a possible outcome of control by an executive with misconduct findings, which global markets may regard as unprecedented — and whether shareholders should bear the resulting risk of irreversible asset value destruction.”
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