Illiquidx Ltd v. Altana Wealth — UK Court of Appeal Upholds Trade Secret Protection for Venezuelan Debt Fund Strategy

Background

Illiquidx Limited (IX) is a London-based boutique advisory firm specialising in illiquid investments, with particular expertise in Venezuelan sovereign debt. By 2019, most of Venezuela’s sovereign debt was in default, US sanctions had distorted the secondary market, and non-US investors could still legally purchase certain Venezuelan bonds at deeply depressed prices. IX identified this niche as an investment opportunity and developed detailed plans—including presentations, fact sheets, and legal analysis—for launching a fund to exploit it.

IX entered into discussions with Altana Wealth (a UK hedge fund manager controlled by Lee Robinson) and its associated consultancy Brevent Advisory (controlled by Steffen Kastner) to set up a joint venture fund. The parties signed a joint venture agreement and a non-disclosure and non-circumvention agreement (NDA) in mid-2019. The JV was premised on Altana meeting a £30 million fundraising target; it fell short, which entitled IX to pursue alternative routes.

After the JV collapsed, Altana and Brevent launched their own competing fund—the Altana Credit Opportunities Fund (ACOF)—which IX alleged was built using IX’s confidential information and trade secrets about how to structure and capitalise a sanctions-compliant Venezuelan debt fund. The High Court agreed, granting IX judgment on its claims for breach of confidence and misuse of trade secrets ([2025] EWHC 299 (Ch)). Altana and Brevent appealed.

The Court’s Holding

Lord Justice Arnold, writing for a unanimous Court of Appeal, dismissed the appeal. The central issue was whether IX’s confidential information—the “Business Opportunity” of setting up a sanctions-compliant fund for Venezuelan debt—was in the public domain at the relevant time, which would have defeated the breach of confidence claim.

The Appellants argued that general news coverage of Venezuelan debt distress, Bloomberg bulletins describing non-US investors snapping up depressed bonds, and the fact that the underlying bonds were publicly tradable all demonstrated that the Business Opportunity was publicly known. Lord Justice Arnold rejected each argument in turn. The correct legal standard for “public domain” requires that the information be “so generally accessible that, in all the circumstances, it cannot be regarded as confidential”—not merely that some related facts are publicly available. A Bloomberg article noting that hedge funds were buying Venezuelan bonds is very different from the specific structured fund concept, compliance architecture, and investor relationships that IX had developed and shared under NDA.

The court also upheld the lower court’s findings on the confidentiality of the Fund Detail: the specific presentations and fact sheets circulated by IX were marked “strictly private and confidential” and sent only to serious potential investors, not published or distributed publicly. Selective disclosure to vetted investors does not place proprietary information into the public domain. The appeal was dismissed on all grounds.

Key Takeaways

• UK breach of confidence law protects business opportunities—not just technical data—when the information is developed with real effort, shared under NDA, and not generally accessible to the public or competitors.
• The “public domain” defence requires demonstrating that the specific protected information (not merely related publicly available facts) was so widely accessible that it lost its confidential character.
• Selective, confidential disclosure to potential investors does not put a business concept into the public domain, even when the materials are distributed to hundreds of addressees—provided the distribution is controlled and marked confidential.
• When a joint venture fails and a party then launches a competing venture using information obtained through that JV relationship, breach of confidence and misuse of trade secrets liability follows, regardless of whether the departing party believed the underlying opportunity was “public.”

Why It Matters

This is an important decision for investment managers and financial advisers who share proprietary fund concepts and strategies with potential partners under NDA. The Court of Appeal confirmed that the rigorous “public domain” test means that a sophisticated counterparty cannot later claim that an investment thesis was “publicly known” just because the broad outlines of a market dislocation were reported in financial news. The work of structuring a fund—the specific compliance analysis, the investor presentation architecture, the terms of engagement—retains its confidential character even in a market where the underlying opportunity is broadly understood to exist.

For technology and IP practitioners, the judgment illustrates how UK breach of confidence law tracks closely with trade secret protection in the United States under the Defend Trade Secrets Act: the key element is not novelty in an absolute sense, but specificity and reasonable measures to maintain secrecy. A business that shares proprietary information under NDA and then sees a former partner launch a competing venture built on that information has a strong claim even when the general market conditions were publicly known.

Surfaced via Law360 IP.