Overview
Zachary Froelich is a corporate attorney who advises on the tax implications of mergers, acquisitions and private equity transactions. Zachary negotiates tax provisions in purchase agreements as well as in fund investments, credit agreements and debt offerings. He has conducted tax research and drafted memoranda in the context of M&A, bankruptcy restructuring, refinancing and general tax planning for clients including corporations, partnerships, S-corps, PE funds and fund investors.
Zachary drafts and edits tax disclosures and provisions in Private Placement Memoranda, partnership and LLC agreements for both main fund and co-invest private equity funds, offering circulars, and other agreements. Zachary assists with fund formations and operational issues and analyzes offshore tax structures for efficiency with regard to Subpart F/CFC status as well as PFIC reporting. He advises on transaction structures to minimize deemed dividend inclusions, permanent establishments and withholding taxes.
Past Experience
Before joining Faegre Baker Daniels, Zachary clerked at the U.S. Tax Court. During law school, Zachary clerked for the Minnesota Department of Revenue and worked as a judicial extern at the Minnesota Tax Court. He also served as a Legal Fellow in Rome, where he researched issues related to the Foreign Account Tax Compliance Act (FATCA), trusts, wills, corporate governance and international human rights.Services & Industries
Credentials
Bar Admissions
Minnesota
Court Admissions
U.S. Tax Court
Clerkships
United States Tax Court, Hon. Mark V. Holmes, 2013-2014
Languages
French
Education
New York University School of Law
LL.M. in Taxation (2013)
University of Minnesota Law School
J.D. magna cum laude, ABA Journal of Labor & Employment Law (managing editor) (2012)
University of St. Thomas
B.A. magna cum laude (2009)
Experience
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July 2019 1 min readTCF National Bank Completes Fixed-to-Floating Rate Subordinated Bank Note OfferingBanking & Finance Financial Services Business & Transactions 伦敦证交所AIM创业板
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June 2019 1 min readCentury Casinos Builds Regional Footprint With Purchase of 3 CasinosReal Estate, Construction & Environmental Real Estate Acquisitions & Dispositions Business & Transactions 并购
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February 2019 1 min readSchwan's Delivers 70% Stake to New OwnerFood & Agribusiness Food & Beverage Business & Transactions Antitrust & Trade Disputes International Transactions 并购
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September 2018 1 min readFood Retailer Sells Grocery Stores to St. Louis-Based Supermarket ChainFood & Agribusiness Food & Beverage Business & Transactions 并购
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June 2018 1 min readWinnebago Buys Boating Industry LeaderBusiness & Transactions 并购
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February 2018 1 min readHoliday Companies Completes Sale to Alimentation Couche-Tard Inc.Natural Resources Energy & Natural Resources Real Estate, Construction & Environmental Business & Transactions 并购
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October 2017 1 min readEndocyte Acquires Rights to Promising New Prostate Cancer DrugMedical Devices & Products Health & Life Sciences Business & Transactions International Transactions 并购 General Corporate Counseling
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March 2017 1 min readGrey Mountain Partners Sells Portfolio CompanyBusiness & Transactions 并购 Private Equity
Insights & Events
Latest
Insights
Other Perspectives
- Introduction to Corporate Taxation
The 76th Annual Tax Institute, Minnesota CLE, December 2016 - Introduction to, and Overview of, U.S. Tax Treaties
Co-presenter, Minnesota State Bar Association, October 2015 - Selecting and Forming Corporate Entities
The New Lawyer Experience, Minnesota CLE, January 2015
Leadership & Community
Professional Associations
- Minnesota State Bar Association — Tax Section
- American Bar Association — Tax Section
Honors
- Faegre Baker Daniels – Pro Bono Honor Roll, 2017