In yet another blow to disgraced former TRG Pakistan CEO Zia Chishti, his attempts to wrest control of the company, TRG Pakistan received further legal relief on July 12th, 2025 when the Islamabad High Court (IHC) suspended its earlier ruling directing the SECP to hold fresh board elections under Section 147 of the Companies Act. This interim relief, granted on TRG’s Intra-Court Appeal (ICA), pauses the June 30th IHC order while the appeal is adjudicated – effectively allowing the current board to remain intact.
In its appeal, TRG argued that the original decision suffered from procedural flaws and failed to acknowledge pending proceedings and stay orders at the Sindh High Court and other courts. The IHC’s suspension has been widely viewed as another significant win for TRG’s existing board and management in their ongoing legal battle with Zia Chishti. The IHC decision follows an earlier order by the Supreme Court of Pakistan directing all parties to the case to maintain status quo. This order effectively issued a ‘de facto stay’ against the Sindh High Court’s stunning decision on June 20th 2025 that ordered invalidating the shareholding of TRG Pakistan’s largest shareholder, Greentree Holdings, ordered fresh elections, and stopped a US$53 million tender by Greentree from proceeding.
This most recent announcement comes as the latest development in a long corporate saga marked by scandal, legal maneuvering, and high-stakes financial strategy. What began in 2021 with disclosure of a shocking US arbitrator’s award against the company’s co-founder Chishti for sexual misconduct has since spiraled into a battle for control of one of Pakistan’s most globally integrated tech investment firms and, some say, for the very soul of corporate accountability in the country.
With so much at stake, it becomes important to take a closer look at the history of the matter, and to understand what is really driving this battle for control.
BACKGROUND:
Let’s backtrack to the beginning: in November 2021, Zia Chishti – at the time, the golden boy of Pakistani tech and co-founder of The Resource Group (TRG) – was named in testimony during a U.S. Congressional hearing to outlaw forced arbitration in sexual assault and sexual harassment claims; in that case, a young former employee of a TRG portfolio company, Afiniti, Tatiana Spottiswoode, accused Chishti of sexual harassment and assault while Chishti was the Chairman and CEO of Afiniti.
An independent U.S. arbitrator ruled against Chishti, describing his behavior as “outrageous in character and extreme in degree, going beyond all possible bounds of decency,” and awarded over US$5 million in damages and costs against Chishti. Spottiswoode’s testimony was followed by bipartisan support for a landmark U.S. law titled Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021. This bill was signed into law by President Joe Biden in 2022, with Spottiswoode standing beside him at the ceremony.
While the arbitrator’s findings against Chishti on sexual harassment, assault and battery were final and binding, Chishti tried to salvage his reputation through a string of defamation lawsuits, including a defamation case he filed in Pakistan against TRG’s board members, which was suspended by both the Sindh High Court and later the Supreme Court. In the backdrop of these allegations, and with TRG and Afiniti both facing mounting pressure from clients and stakeholders to disassociate from his scandal, Chishti resigned from both companies in November 2021.1
All of the above information is a matter of public record and easily verifiable with a simple Google search.
What emerges upon closer examination is not merely a story of boardroom politics; it is a case study for how far legal systems, shareholders, and governance norms can withstand pressure from powerful insiders facing reputational and financial ruin.
Some further background may help understand the motivations for what happened next: it is again a matter of public record that Chishti is under severe financial pressure, having defaulted on loans and facing a mounting tax burden in the United States. In early 2024, the U.S. Internal Revenue Service filed a US$10.3 million lien against Chishti for unpaid taxes. Later in 2024, Chishti defaulted on a PKR 2.6 billion loan from JS Bank. Then came another blow. In January 2025, a U.S. arbitrator ruled that Chishti breached his legal agreements when he pledged his shares to JS Bank, and subsequently ordered Chishti to pay US$9.1 million to TRG International. That award was confirmed by a U.S. federal court in June 2025. This brings Chishti’s known liabilities to around US$30 million.
This is where things get interesting: soon after his resignation, Chishti launched an aggressive bid to regain control of TRG Pakistan. Aligning himself with a major brokerage firm that also controlled significant shareholding in the company, Chishti began quietly accumulating shares on the Pakistan Stock Exchange (PSX) — financed, in part, through a large loan secured from JS Bank. In order to secure his loan, Chishti pledged his own TRG Pakistan shares as collateral, which the US arbitrator subsequently ruled to be in breach of Chishti’s exiting agreements.
Again, these facts are all a matter of public record and are easily verifiable.
All this begs the question: why did Chishti, after stepping down of his own volition, intensify his efforts to control TRG Pakistan? The facts show that Chishti’s legal and financial losses have left him cash-strapped; as such, logic dictates that the only move left to him is to double down on attempts to reclaim control of the only potential remaining liquid asset he may have access to: TRG Pakistan, which has a market capitalization of PKR 31 billion as of June 30th, 2025.
Regaining control of TRG Pakistan could be a strategic lifeline for Chishti, allowing him to possibly unlock funds and settle personal debts – including the multi-million-dollar judgments he now faces internationally. This has transformed what may have once been a reputational rehabilitation campaign into a financial survival strategy.
TRG, under the supervision of its board and management, including Chishti’s former co-founders, acted quickly after Chishti’s resignation to erect legal barriers, in the US and Pakistan, to insulate the company from what they feared was a hostile return by a disgraced executive.2 It is important to bear in mind that it was this very desire to insulate the companies from Chishti’s scandalous past which led to his resignation in the first place.3 In the 2022 board elections, Chishti’s camp secured just three out of ten board seats – a failed coup.4
THE CURRENT BATTLE:
The broader battle has only just begun.
At the heart of the current dispute is Greentree Holdings, a subsidiary of TRG International, the international holding company of TRG in which TRG Pakistan has a non-controlling stake. Greentree began repatriating nearly US$90 million to Pakistani shareholders by purchasing TRG Pakistan shares on the open market in December 2021. These moves were lauded as among the largest and most transparent capital returns ever seen on the PSX (Details are available in the PSX website under announcements).
In late 2024, with TRG International monetizing more U.S. assets, Greentree proposed a further US$53 million remittance to Pakistan via a public tender on the PSX at PKR 75 per share – a substantial premium to the pre-announcement price. This provided a lucrative opportunity for liquidity and exit to minority shareholders, eagerly anticipated by the market. When Chishti was the CEO of TRG for nearly 20 years, shareholders of TRG Pakistan never got any such opportunities while nearly US$90 million in funds were remitted to Pakistan and PSX shareholders by current TRG management after Chishti’s departure.
Chishti intervened legally, arguing that the share acquisitions by Greentree were an oppressive maneuver to lock him out of control. In an order that stunned most legal observers, in June 2025, the Sindh High Court (SHC) ruled in Chishti’s favor, halting the tender, voiding Greentree’s previously acquired stake, and ordering elections after effectively disenfranchising the largest 29.7% shareholder. The shocking decision also raised eyebrows within the larger investment community, leading to speculation as to how Chishti was able to get such an unexpected ruling in his favor, and leading to an appeal to the Supreme Court by Greentree and TRG (with, as mentioned in the beginning, the Supreme Court’s recent ruling falling in favor of TRG with an order asking all parties to maintain status quo until further orders)
This shock and disappointment was visible when TRG Pakistan stock price collapsed over 8% within the day after the SHC ruling on June 20th. Incredibly, this courtroom chess match has been running parallel to Chishti’s aforementioned financial challenges. Investor sentiment can be further gauged by how TRG Pakistan’s stock price recovered somewhat on news of the Supreme Court’s recent decision (as quoted by the Business Recorder: “TRG Pakistan’s share price reacted immediately to the posting of the order on the Supreme Court’s website, jumping by 7% on hopes of a quick resumption of the tender, before reaching at a more modest gain of 1% as investors digested the news of a legal battle through the SCP.”).
WHAT NEXT?
TRG International, which manages a network of high-tech investments employing thousands globally, has reiterated its position in public court filings: any renewed association with Chishti poses severe risks to shareholder value, client relationships, and employee trust. This has been backed up by industry observers, who all agree that no serious multinational partner, especially in the US where TRG has nearly all its clients, would engage with a company under Chishti’s tainted leadership or association.5 This is further reinforced by the latest scandal where the CEO of US tech unicorn, Astronomer, resigned within days of being seen on a public cam embracing the company’s Chief People Officer in what was clearly a consensual act at a Coldplay concert in Boston. In contrast, Chishti was found liable for sexual harassment and assault of a junior female Afiniti employee, about half his age, while he was the Chairman and CEO of Afiniti. In a corporate environment where a consensual romantic embrace of a subordinate employee can pressure a CEO into resignation, it is hard to believe that Chishti is trying to take control of the company after an independent arbitrator ruling finding him liable for serious sexual misconduct and assault of a young female employee whose father used to be Chishti’s good friend and Chief Scientist at Afiniti.
Yet despite legal setbacks and reputational damage, Chishti’s legal strategy has temporarily stalled efforts to return capital to shareholders. The US$53 million Greentree tender remains frozen, and investors are left in limbo.
In spite of the Supreme Court’s recent positive decision, a broader question looms: Can the country’s capital markets uphold integrity when tested by influential stakeholders? Can shareholders trust that corporate governance will not be hijacked by litigation and procedural maneuvering?
For now, the TRG saga remains unresolved. But the verdict will reverberate far beyond a single company – and may shape the future of how corporate power and accountability are balanced in Pakistan’s emerging economy.
