(a) Subject to Subsection (b), a limited partner may not institute or maintain a derivative proceeding unless:
(1) the limited partner:
(A) was a limited partner of the limited partnership at the time of the act or omission complained of; or
(B) became a limited partner by operation of law originating from a person that was a limited partner or general partner at the time of the act or omission complained of; and
(2) the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership.
(b) If the converted entity in a conversion is a limited partnership, a limited partner of that limited partnership 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 limited partner was an equity owner of the converting entity at the time of the act or omission; and
(2) the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership.