§ 61-3-901. Direct Action by Partner
Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising […]
§ 61-3-902. Derivative Action
A partner may maintain a derivative action to enforce a right of a limited partnership if: The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable […]
§ 61-3-903. Proper Plaintiff
A derivative action to enforce a right of a limited partnership may be maintained only by a person that: Is a partner at the time the action is commenced; and Either: Was a partner when the conduct giving rise to the action occurred; or Whose status as a partner devolved on the person by operation […]
§ 61-3-904. Pleading
In a derivative action, the complaint must state with particularity: The date and content of plaintiff’s demand and the response to the demand by the general partner; or Why demand should be excused as futile.
§ 61-3-905. Special Litigation Committee
If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited partnership. If the limited partnership appoints a special litigation committee, […]
§ 61-3-906. Proceeds and Expenses
Except as otherwise provided in subsection (b): Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and If the plaintiff receives any proceeds, the plaintiff must remit the proceeds immediately to the limited partnership. If a derivative action is […]