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§ 541. Right of action

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action, or if an effort to cause those general partners to bring the action is not likely to succeed.

§ 542. Proper plaintiff

In a derivative action, the plaintiff must be a partner at the time of bringing the action and: (1) must have been a partner at the time of the transaction of which he complains, or (2) his status as a partner must have devolved upon him by operation of law or pursuant to the terms […]

§ 543. Pleading

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

§ 544. Expenses

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, and shall direct him to remit to the limited partnership […]