Section 10A-9A-9.01 Direct action by partner. (a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, including rights and interests under […]
Section 10A-9A-9.02 Right of derivative action. A partner may commence or maintain a derivative action in the right of a limited partnership to enforce a right of the limited partnership by complying with this article. (Act 2016-379, §1.)
Section 10A-9A-9.03 Standing. A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner: (1) fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership; and (2) either: (A) was a partner of the limited partnership at the […]
Section 10A-9A-9.04 Demand. A partner may commence a derivative action in the right of the limited partnership, if: (a) the partner first makes a written demand upon general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a […]
Section 10A-9A-9.05 Pleading. In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff’s demand and the general partner’s response by the limited partnership to the demand; or (b) why the demand should be excused as futile. (Act 2016-379, §1.)
Section 10A-9A-9.06 Stay of proceedings. For the purpose of allowing the general partners and the limited partnership time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate. (Act 2016-379, §1.)
Section 10A-9A-9.07 Discontinuance or settlement. A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to partners of the limited partnership in such manner as the court directs. (Act 2016-379, §1.)
Section 10A-9A-9.08 Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit […]
Section 10A-9A-9.09 Applicability to foreign limited partnerships. In any derivative action in the right of a foreign limited partnership, the right of a person to commence or maintain a derivative action in the right of a foreign limited partnership, and any matters raised in the action covered by Sections 10A-9A-9.02 through 10A-9A-9.08, shall be governed […]
