Texas Business Court Enforces Drag-Along Rights in PE-Backed E&P Sale, Rejects Enhanced Fiduciary Duty Claims

Texas Business Court enforced drag-along rights in Primexx Energy Corporation's forced sale to Callon Petroleum, granting partial summary judgment against PE-backed limited partners who sought to impose common law fiduciary duties requiring enhanced sale processes beyond the partnership agreement's express contractual terms. The court denied summary judgment on post-closing waterfall allocation mechanics and sidecar entity valuation issues that will proceed to trial.