Transfer of Plan Sponsor Prior to Stock Sale of Current Sponsor

[WestCoast]

Will the exclusive benefit rule under Code Section 401(a) be violated if the sponsorship of a long-frozen defined benefit pension plan is transferred from current sponsor A to new sponsor B where:

1. A and B (and other corporations) are in a controlled group at the time of transfer.

2. A will be sold in a stock sale soon after the transfer.

3. B, although an active trade or business, has no current or former employees who are participants in the plan.

Note: This set of fact is -- very roughly speaking -- an imperfect mirror image of the fact pattern in Revenue Ruling 2008-45, where the IRS found that the exclusive benefit rule would be violated where:

1. A creates subsidiary B.

2. B is a shell company and not an actual trade or business.

3. A & B are in a controlled group.

4. A transfers its pension plan to B, plus additional assets to more than fully fund the plan.

5. A then sells B to unrelated purchaser C.

Thanks.