Combined Stock and Asset Deal

[BTG]

In general, an asset sale will trigger withdrawal liability, while a stock sale will not. What if Company A sells certain assets (in this case real estate) to Company B, prior to Company B purchasing all of Company A's stock?

My feeling is that this would still be a stock sale and would not trigger withdrawal liability, particularly where Company A's remaining assets at the time of the stock sale are more than sufficient to cover any potential future withdrawal liability. Of course, at some point the assets transferred in the initial transaction could be so extensive that this structure is being abused, but that seems to be where ERISA 4212© would come into play.

However, I have not been able to find any example of a court or arbitrator going through such an analysis. Any thoughts?