new owners - plan termination

A small business sells to a larger business.  The new owners have their own 401k plan.

The small business 401k plan and business fiscal year are 7/1 - 6/30.  The business was sold on October 1.  The status of the small biz 401k plan was not addressed in the sales agreement (crazy, i know.  We just found out about the sale today, almost 2 months later).

Theres more involved but an initial question:  Who would make the decisions on if/when to terminate the small biz 401k (I do not believe a plan merger is being considered)?  The plan document and trust agreement still show the small biz owners as the trustee.  

Thank  you

If the buyer bought shares, LLC interests, or partnership interests of the seller organization such that the buyer now governs the seller organization, the buyer may decide what to do with the seller organization’s retirement plan.

If the buyer bought assets from the seller organization (and not shares or other interests of the seller organization), the seller organization, acting by whoever has power to act for it, decides what to with its retirement plan.

This is not advice to anyone.

3 hours ago, Santo Gold said:

The status of the small biz 401k plan was not addressed in the sales agreement ...

Entirely unacceptable, whether or not (as @Peter Gulia correctly points out) the transaction was "whole" or "partial".  The most obvious issue: if there are unvested $$, the seller should have either (1) amended prior to the sale to provide 100% vesting for all current participants, or (2) included a similar provision in the buy/sell agreement.  This issue has been on the radar screen of benefit professionals and attorneys for decades, so omission is unconscionable.  There may be other similar issues, e.g., (a) modifying the participation requirement if current (non-participant) employees might be affected; (b) nature and responsibility of employee communication; (c) identifying responsibility for govt filings; (d) are there any non-qualified benefit plans; etc.

If a stock sale (implied but not certain in the original post) and the seller was worried about inheriting liability, then the seller's advisors (legal and/or benefit consultant) were asleep at the wheel.  Probably also the buyer's advisors.

In my experience, almost all business lawyers suggest bringing in an employee-benefits lawyer—even when working on a micro deal.

Often, a client rejects that advice, does not engage an eb lawyer or consultant, and does not authorize the business lawyer to engage an eb lawyer or consultant.

Also, some sellers and some buyers keep the deal-making secret from even one’s regular advisers, including some who might bill nothing for useful help.

Bad consequences result, but it might not be the fault of a lawyer or other professional.