Sec. 101.452. STANDING TO BRING PROCEEDING. (a) Subject to Subsection (b), a member may not institute or maintain a derivative proceeding unless: (1) the member: (A) was a member of the limited liability company at the time of the act or omission complained of; or (B) became a member by operation of law originating from a person that was a member at the time of the act or omission complained of; and (2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company. (b) If the converted entity in a conversion is a limited liability company, a member of that limited liability company may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless: (1) the member was an equity owner of the converting entity at the time of the act or omission; and (2) the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
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