Does stock purchase violate 12 month Successor rule

[susieQ]

Company A maintains a 401(k) plan, consisting of only 1 participant, the owner.  Supposedly the ER terminated this plan within the last 6 months.  Assets possibly not yet distributed. 

Company A purchases Company B in a stock sale, within the last month.  Company B maintains a 401(k) plan. 

Can Company A "inherit" a plan in a stock sale without violating the 12 month successor rule? 

If Company A's 401(k) plan assets are not yet distributed, can we rescind the plan termination and merge the Company B plan into Company A's plan?  

If the assets have been distributed, what options exist? 

Or does the 12 month successor rule not apply when the sponsorship of a plan is the result of the acquisition of a company in a stock sale?  

Thank you. 

[FORMER ESQ.]

If Company A's resolution/amendment to terminate its 401(k) plan was executed prior to the effective date of the stock acquisition (A acquires B) then the successor plan rule would not prohibit distributions from A's plan on account of the A plan termination. 

[Artie M]

Unless you have A and B backwards, your facts differ materially from the usual situation.  I understand terminating the target’s plan (B's plan) before closing. But here the Buyer A terminated its own plan, survived, and then adopted the target’s plan. Doesn’t that mean the same employer identified at termination is maintaining an alternative plan during the restricted period?”   (assuming the 2%, 24 month exception doesn't apply).    Said another way.  A is the employer at plan termination, A survives, and A then adopts B's plan during the restricted period.  on those facts, B's plan seems like an alternative defined contribution plan barring distributions of restricted amounts solely on account of A's plan termination.  Pre-closing execution or effectiveness doesn't resolve that problem.

[Paul I]

Granted this is an unusual set of circumstances.  If the assets in the Company A plan were distributed, Company A still should be able to purchase Company B and become the Plan Sponsor for the Company B plan.  The violation of the 12 month rule would occur if Company A employees are allowed to participate in the plan Company B (now Company A) plan within 12 months of the termination of the original Company A plan.