Right to Bring Proceeding

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Tennessee Revised Limited Liability Company Act
5. Derivative Proceedings and Equitable Remedies
6. Right to Bring Proceeding

1. Manager-managed or director-managed LLC.  A member or holder of financial rights of a director-managed LLC, or of a manager-managed LLC, may bring a proceeding in the right of an LLC to recover a judgment in its favor, if:
   1. The member or holder of financial rights, as applicable, was a member or holder of financial rights of the LLC when the transaction complained of occurred; or
   2. The member or holder of financial rights, as applicable, became a member or holder of financial rights through transfer by operation of law, from a person who was a member or holder of financial rights, as applicable, when the transaction complained of occurred.
2. Member-managed LLC.  A member or holder of financial rights of a member-managed LLC may bring a proceeding in the right of an LLC to recover a judgment in its favor, if members or other persons with authority to do so have refused to bring the proceeding, or if an effort to cause those members or other persons to bring the proceeding is not likely to succeed.

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