IP Law Daily, TRADE SECRETS—2d Cir.: Second Circuit revives SS&C trade secrets suit against Arcesium, (Nov 4, 2026)

By Patricia K. Ruiz, J.D.

The court found the allegations plausibly support trade secret misappropriation claims under federal and New York law.

The U.S. Court of Appeals for the Second Circuit revived a trade secret misappropriation lawsuit brought by SS&C Technologies Holdings, Inc. and Advent Software, Inc. against Arcesium LLC, holding that the complaint plausibly alleged both the existence of protectable trade secrets and their misuse by a former business partner. The appeals court concluded that the district court improperly dismissed the case at the pleading stage by accepting Arcesium’s interpretation of disputed evidence over SS&C’s allegations. The case was remanded for further proceedings (SS&C Technologies Holdings, Inc. v. Arcesium LLC, No. 25-2049 (2d Cir. Nov. 3, 2026)).

According to the opinion, SS&C's Geneva portfolio accounting platform contains proprietary information, including executable software, application programming interfaces, data models, database structures, and integration-layer components that the company alleged qualify as trade secrets. SS&C claimed it spent decades and hundreds of millions of dollars developing the platform and protected the information through licensing restrictions and confidentiality agreements.

Misappropriation allegations. SS&C alleged that while operating under a hosted reseller agreement that permitted limited access to Geneva, Arcesium used confidential Geneva information to develop competing software products known as Trinity and Nautilus. The complaint alleged that Arcesium replicated aspects of Geneva's loader formats, data models, integration layer, and functionality while developing its own portfolio accounting platform and sought to market those products to Geneva users. The complaint cited internal communications discussing Geneva's functionality, efforts to remove references to Geneva from project documentation, and plans to maintain Geneva access while resolving shortcomings in Arcesium's own platform. SS&C alleged those actions violated contractual confidentiality obligations and restrictions on using Geneva information for competing products.

Trade secrets adequately pleaded. The court found the complaint sufficiently identified trade secrets and adequately alleged the measures taken to keep them confidential. The court rejected Arcesium's argument that information disclosed to licensed users could not qualify as trade secrets, explaining that disclosure under confidentiality restrictions does not defeat trade secret protection. The court declined to adopt a heightened specificity requirement for pleading trade secrets, stating that a complaint need only identify the alleged secrets with enough detail to place a defendant on notice of the claims against it. SS&C's descriptions of Geneva's software components and functions satisfied that standard, the court found.

Reliance on defendant's interpretation. The court held that the complaint adequately alleged misappropriation under the Defend Trade Secrets Act. It said the allegations, taken together, supported a reasonable inference that Arcesium used Geneva trade secrets to accelerate development and marketing of competing products.

The panel found that the district court improperly weighed competing interpretations of documents incorporated into the complaint, including internal Arcesium emails. At the motion-to-dismiss stage, the court explained, judges must accept well-pleaded allegations as true and may not resolve factual disputes by crediting a defendant's preferred reading of the evidence.

Because the complaint plausibly alleged both the existence of trade secrets and their misappropriation, the Second Circuit reversed the dismissal and remanded the case. The court did not reach SS&C's arguments that the district court improperly denied its motion to vacate the judgment and amend the complaint.

The Case is No. 25-2049.

Judge: Sack, R.

Attorneys: John A. Nathanson (Allen Overy Shearman Sterling US LLP) for SS&C Technologies Holdings, Inc. James J. Pastore, Jr. (Debevoise & Plimpton LLP) for Arcesium LLC.

Companies: SS&C Technologies Holdings, Inc.; Arcesium LLC

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