For international restructuring and insolvency professionals handling a US subsidiary

Why international office-holders are well placed

Group insolvencies are usually run from the parent's jurisdiction. A UK administrator, an EU insolvency practitioner, a Canadian trustee or an Australian voluntary administrator often decides, through the parent's shareholding or a group steering committee, what happens to a US subsidiary long before anyone files anything in the US. That puts the office-holder, and the chief restructuring officer and turnaround advisers working alongside, in the room when the IT separation plan, the transitional services schedule and the realisation strategy are drawn up.

Those documents decide whether the US subsidiary's history survives. A US business with 50+ full-time employees at peak (contractors excluded) and several years of operations can hold years of email, Teams or Slack messages, CRM and ticketing history, finance records, engineering work and operating procedures. In a group, much of that sits in shared systems: a group-wide Microsoft 365 or Google Workspace tenant, a shared ERP, a central CRM instance. Cancelling those contracts is one of the first cost savings, and once a tenant is deleted the asset is gone.

The subsidiary's trading status matters less than people assume. Companies that are still operating, have been acquired or have wound down can all qualify, provided the data still exists.

Which US subsidiaries are worth assessing

B2B software, IT services, professional services, engineering, logistics and distribution subsidiaries tend to screen well, as do the back offices of US manufacturing operations.

Who controls the US subsidiary's records?

Whoever controls the subsidiary under US law, which is not automatically the office-holder abroad. The subsidiary is a separate legal entity, and its own status decides who signs.

Privacy limits when records move in a US case

If the subsidiary is in US bankruptcy and its privacy policy promised not to transfer personal information to unaffiliated parties, section 363 of the Bankruptcy Code stops the trustee selling or leasing that information unless the deal is consistent with the policy or the court approves it after a consumer privacy ombudsman is appointed, with notice and a hearing. In the 23andMe bankruptcy in 2025, the ombudsman recommended that customers' genetic or personal data not be transferred without renewed opt-in consent.

The records that matter here are operational business records rather than consumer files, but the same discipline applies. Redaction and de-identification requirements are agreed with the company before any work begins, and nothing is delivered without an executed agreement and the company's authorization.

This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or professional body before acting.

The 4C screen for a US subsidiary

Run it at the first IT meeting. A clear no on any line means park the subsidiary for now.

• Control: who can sign for the subsidiary today, and has that board, trustee, assignee or receiver been involved? An introduction that bypasses the person in control goes nowhere.
• Content: does the US entity meet the baseline of 50+ full-time employees at peak (contractors excluded), several years of documented operations and records across many systems?
• Consent and rights: did the subsidiary create the records, do customer contracts allow licensing, and is the material mostly business records rather than consumer personal data or medical records?
• Clock: when does each shared system close, who holds admin access, and can a complete export be taken first?

When to raise it in a cross-border case

The guide for UK and EU administrators with a US subsidiary in the estate goes deeper on the estate side, and closing a US subsidiary of a foreign parent covers solvent closures.

How the introduction works without anyone handling data

1. Confirm with US counsel who controls the subsidiary and who can authorize a license.
2. Register as a partner and introduce the subsidiary through your referral link or the referral form, giving basic fit information only.
3. SourceX qualifies the opportunity on size, history, data breadth and rights with the authorized sponsor, who may be a director, an officer or the US fiduciary.
4. The subsidiary, or its fiduciary, completes a data inventory listing each system, its years of history and whether it can be exported.
5. Price and terms are agreed, together with any court, committee or creditor approvals the case requires.
6. AI labs and data buyers review the opportunity; once a company is deal-ready, buyers typically respond within about two weeks.
7. The agreement is signed and the data is prepared and delivered under the agreed redaction rules; the company receives a one-time payment, typically within about 60 days of invoicing once the buyer selects the data.
8. Any partner reward follows only after SourceX has received its payment.

What to say to the US board or fiduciary

Rewards and office-holder duties

Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company, and the reward becomes payable only after the buyer pays and SourceX receives its fee. The reward is never deducted from what the company or its estate receives, and no reward is guaranteed.

For an office-holder, a personal reward linked to an estate asset is a different matter from the same reward for an ordinary adviser. Your appointment terms, your regulator's ethics code, your duties to creditors and, in a US case, the court may each bear on whether a reward can be accepted, must be disclosed or should be declined. Ask before registering, not after an introduction. Non-US firms should also read the W-8BEN-E guide for advisory firms, the clauses to check in a cross-border referral agreement and the program terms.

When not to bother

• The US entity never reached 50+ full-time employees at peak (contractors excluded).
• Shared tenants have already been deleted and no export or backup survives.
• The records mostly belong to the subsidiary's clients, as at an outsourcing or agency business, and those clients have not consented.
• The material is mainly consumer personal data, or protected health information without HIPAA authorization or de-identification.
• A court, trustee or assignee controls the assets and has not been involved.
• The same records have already been licensed for AI training.

Next step

Put one question on the agenda of your next IT separation meeting: which US systems close first, and can a complete export be kept? If the subsidiary passes the 4C screen, register as a partner and introduce the person who controls it.