Distributions when there is creation of a joint venture

[Guest LDH1]

An LLC is forming a joint venture with another Corporation, in which they are both contributing assets and people to form another LLC. The job of several of the employees will be changing substantially in scope and responsibility. I have the following questions:

1. Is a sale required under the IRS recent guidance relaxing the same desk rule for sales of less than 85% of a companies assets?

2. Is the same desk rule an all or nothing rule?

3. If someone is deemed to have separated from service because of a substantial change in jobs, must an employer allow a distribution or can the employer force a trustee to trustee transfer to the new joint venture?

I have several other questions, but this should be a good start. Any input appreciated.