Database rights: a reader asks

A reader has posed the following question, to see what the readers of this blog might think:

"Company A purchases the majority share of Company B; a share purchase agreement is signed. The IP clause in the agreement states that Company A has the use of the IP rights of Company B, including Company B's database (a customer list, updated from time to time). After the purchase, Company A merges the information in the database with its own data (with the approval of Company B).

Company B subsequently goes into liquidation. There has been no assignment of the rights in the database, but the database has been substantially changed due to the merging of the data with Company A's own data. I know that, if the merging with the data was a "substantial change" to the contents which would be sufficient to satisfy the requirement for a "substantial new investment", then the amended database would qualify for a new 15 year term of protection. If this is the case, I would think that Company A is the author of the new database, and is entitled to keep using it (and entitled to tell the administrator they can't sell the new database).

However, I don't think Company A can do anything about the database in the form it was in when Company B initially created it, because at that time, Company B was the author of that database".

Do you agree? Please post your comments below.