Zachary W. Froelich



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 Drinker, 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.


Bar Admissions


Court Admissions

U.S. Tax Court


United States Tax Court, Hon. Mark V. Holmes, 2013-2014




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)

Leadership & Community

Professional Associations

  • Minnesota State Bar Association — Tax Section
  • American Bar Association — Tax Section


  • Faegre Baker Daniels – Pro Bono Honor Roll, 2017
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