Cal. Rev. & Tax. Code § 66
Change in ownership does not include any of the following:
(c) Any acquisition by an employee benefit plan of the stock of the employer corporation pursuant to which the employee benefit plan obtains direct or indirect ownership or control of more than 50 percent of the voting stock of the employer corporation.
As used in this section, the terms “employer,” “employee benefit plan,” “participant,” and “beneficiary” shall be defined as they are defined in the Employee Retirement Income Security Act of 1974.