SB810,151,7 (2) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.

SB810,151,9 (3) A right to an accounting on a dissolution and winding up does not revive a claim barred by law.

SB810,151,11 179.0902 Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if any of the following applies:

SB810,151,14 (1) The partner first makes a demand on the 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 reasonable time.

SB810,151,15 (2) A demand under sub. (1) would be futile.

SB810,151,18 179.0903 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 to which any of the following applies:

SB810,151,20 (1) The person was a partner when the conduct giving rise to the action occurred.

SB810,151,23 (2) The person's status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.

SB810,151,25 179.0904 Pleading. In a derivative action under s. 179.0902, the complaint must state with particularity one of the following:

SB810,152,2 (1) The date and content of plaintiff's demand and the response to the demand by the general partners.

SB810,152,3 (2) Why demand should be excused as futile.

SB810,152,12 179.0905 Special litigation committee. (1) 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 partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from doing any of the following:

SB810,152,13 (a) Enforcing a person's right to information under s. 179.0304 or 179.0407.

SB810,152,15 (b) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

SB810,152,17 (2) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be partners.

SB810,152,18 (3) A special litigation committee may be appointed as follows:

SB810,152,20 (a) By a majority of the general partners not named as parties in the proceeding.

SB810,152,22 (b) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.

SB810,152,24 (4) After appropriate investigation, a special litigation committee may determine that any of the following is in the best interests of the limited partnership:

SB810,152,25 (a) That the proceeding continue under the control of the plaintiff.

SB810,153,1 (b) That the proceeding continue under the control of the committee.

SB810,153,2 (c) That the proceeding be settled on terms approved by the committee.

SB810,153,3 (d) That the proceeding be dismissed.

SB810,153,15 (5) After making a determination under sub. (4), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under sub. (1) and allow the action to continue under the control of the plaintiff.

SB810,153,18 179.0906 Proceeds and expenses. (1) (a) Except as otherwise provided in sub. (2), 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.

SB810,153,20 (b) Except as otherwise provided in sub. (2), if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.

SB810,153,23 (2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited partnership.

SB810,153,24 subchapter X

SB810,153,25 FOREIGN LIMITED PARTNERSHIPS