Business Organizations Code revisor's report, part 4

(1) a derivative proceeding brought by a member of a
closely held limited liability company may be treated by a court
as a direct action brought by the member for the member's own
benefit; and
(2) a recovery in a direct or derivative proceeding by
a member may be paid directly to the plaintiff or to the limited
liability company if necessary to protect the interests of
creditors or other members of the limited liability company.
(TLLCA 8.12.A, C; TBCA 5.14.L.)
Source Law
[TLLCA 8.12]
A. Subject to Section C of this
Article, Articles 2.07, 4.14, and 5.14 and
Part Seven of the TBCA apply to a limited
liability company and its members, managers,
and officers.
. . .
C. For purposes of the application of
the articles of the TBCA and the Texas
Miscellaneous Corporation Laws Act as
provided by Sections A and B of this Article,
as context requires:
(1) a reference to a corporation
includes a limited liability company;
(2) a reference to a share
includes a membership interest;
(3) a reference to a shareholder
includes a member;
(4) a reference to a director
includes a manager or, to the extent that the
management of the limited liability company
is reserved in whole or in part to the
members, a member who manages the limited
liability company;
(5) a reference to articles of
incorporation includes articles of
organization; and
(6) a reference to bylaws includes
regulations.
[TBCA 5.14]
L. Closely Held Corporations. (1) The
provisions of Sections B through H of this
Article are not applicable to a closely held
corporation. If justice requires:
(a) a derivative proceeding
brought by a shareholder of a closely held