2006 New York Code - Limited Partners\' Derivative Action.

 
    § 121-1002. Limited partners' derivative action. (a) A limited partner
  may  bring  an action in the right of a limited partnership to recover a
  judgment in its favor if all 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.
    (b) In a derivative action, at least one plaintiff must be  a  limited
  partner  at  the  time of bringing the action and (i) at the time of the
  transaction of which he complains, or  (ii)  his  status  as  a  limited
  partner  had devolved upon him by operation of law or in accordance with
  the terms of the partnership agreement from a person who was  a  partner
  at the time of the transaction of which he complains.
    (c)  In  a  derivative  action,  the  complaint  shall  set forth with
  particularity the efforts of the plaintiff to secure the  initiation  of
  such  action  by  a  general partner, or the reasons for not making such
  effort.
    (d) A derivative action shall  not  be  discontinued,  compromised  or
  settled  without  the  approval  of the court having jurisdiction of the
  action. If the court shall determine that the interests of  the  limited
  partners   will   be  substantially  affected  by  such  discontinuance,
  compromise or settlement, the court, in its discretion, may direct  that
  notice,  by  publication  or  otherwise,  shall  be given to the limited
  partners whose interests it determines will be so affected. If notice is
  so directed to be given, the court may determine which one  or  more  of
  the parties to the action shall bear the expenses of giving the same, in
  such  amount  as  the court shall determine and find to be reasonable in
  the circumstances, and the amount of such expense shall  be  awarded  as
  special  costs  of  the  action  and  recoverable  in the same manner as
  statutory taxable costs.
    (e) If the derivative action on behalf of the limited  partnership  is
  successful,  in  whole  or  in  part,  or if anything is received by the
  plaintiff or plaintiffs or a claimant or claimants  as  a  result  of  a
  judgment,  compromise or settlement of an action or claim, the court may
  award the plaintiff or  plaintiffs,  claimant  or  claimants  reasonable
  expenses,  including reasonable attorneys' fees, and shall direct him or
  them to account to the limited partnership  for  the  remainder  of  the
  proceeds so received by him or them. This subdivision shall not apply to
  any  judgment  rendered for the benefit of injured limited partners only
  and limited to a recovery of the loss or damage sustained by them.