SB810,150,10 179.0813 Appeal from denial of reinstatement. (1) If the department denies a limited partnership's application for reinstatement under s. 179.0812, the department shall serve the partnership with a written notice, addressed to the registered agent of the partnership, that explains each reason for denial.

SB810,150,18 (2) The limited partnership may appeal the denial of reinstatement to the circuit court for the county where the partnership's principal office or, if none in this state, the office of its registered agent is located, within 30 days after service of the notice of denial is effective under s. 179.0103 (7m). To appeal, the partnership shall petition the court to set aside the administrative dissolution and attach to the petition copies of the department's notice of administrative dissolution under s. 179.0811 (3) (b), the partnership's application for reinstatement under s. 179.0812 (1), and the department's notice of denial under sub. (1).

SB810,150,20 (3) The court may order the department to reinstate the limited partnership or may take other action that the court considers appropriate.

SB810,150,21 (4) The court's final decision may be appealed as in other civil proceedings.

SB810,150,22 subchapter IX

SB810,150,23 ACTIONS BY PARTNERS

SB810,151,4 179.0901 Direct action by partner. (1) Subject to sub. (2), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.

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.