2006 New York Code - Limited Partners\' Derivative Action Brought In The Right Of A Limited Partnership To Procure A Judgment In Its Favor.

 
    § 115-a. Limited partners' derivative action brought in the right of a
  limited  partnership  to  procure a judgment in its favor.  1. An action
  may be brought in the right  of  a  limited  partnership  to  procure  a
  judgment in its favor, by a limited partner, additional limited partner,
  or substituted limited partner.
    2.  In  any  such action, it shall be made to appear that at least one
  plaintiff is such a  limited  partner,  additional  limited  partner  or
  substituted limited partner at the time of bringing the action, and that
  he  was  such  at  the time of the transaction of which he complains, or
  that his status as substituted limited  partner  devolved  upon  him  by
  operation  of law or pursuant to the terms of the certificate of limited
  partnership or written partnership agreement in effect at  the  time  of
  the transaction of which he complains.
    3.   In   any   such  action,  the  complaint  shall  set  forth  with
  particularity the efforts of the plaintiff to secure the  initiation  of
  such  action  by the general partner or partners, or the reasons for not
  making such effort.
    4. Such 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,
  additional limited partners or substituted  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,  additional  or  substituted
  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 expense 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.
    5. If the action on behalf of the limited partnership was  successful,
  in  whole  or  in  part, or if anything was 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 partnership for the remainder of the proceeds so received
  by him or them. This paragraph shall not apply to any judgment  rendered
  for  the  benefit  of injured limited, additional or substituted limited
  partners only and limited to a recovery of the loss or damage  sustained
  by them.