Nicholos A. Frey

• Advised the issuer on the tax aspects of its $210 million Up-C initial public offering on the Nasdaq Global Select Market, including registration statement tax disclosure and the key tax provisions of the partnership, tax receivable, and exchange agreements.
• Advised a publicly traded media and entertainment company on the U.S. tax aspects of its €4.2 billion cross-border acquisition of an international sports rights holder.
• Advised the same client on the U.S. tax aspects of the subsequent €1.2 billion refinancing of the acquired company’s senior credit facilities.
• Drafted federal tax opinions on Investment Tax Credit qualification and transferability for tax equity investors, transferors, and transferees in renewable energy projects, addressing beginning of construction, placed in service, domestic content, and energy community requirements.
• Defended a solar energy developer’s Investment Tax Credit position in an IRS examination, and drafted the IRS Appeals protest and the U.S. Tax Court petition.
• Reviewed and negotiated tax provisions in LLC agreements and purchase and sale agreements for corporate and partnership clients.
• Advised corporate and partnership clients on the federal income tax aspects of business transactions, including capital markets offerings, acquisitions, and financings.
• Represented low-income taxpayers pro bono, negotiating Offers in Compromise and Installment Agreements with the IRS and state tax authorities.
• Represented California taxpayers in administrative appeals through the Tax Appeals Assistance Program, drafting appellate briefs and client statements.

Announcements

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Law is Nick’s third career. He worked in information technology, then spent years in the Sierra Nevada as a competitive freeskier and ski patroller before hitting the reset button once more—earning an associate degree from Sierra College, then becoming a double Aggie with economics and law degrees from UC Davis. Nick took the long way and would recommend it.

He was selected as a competitor in the first and only official Game of G.N.A.R., held at Squaw Valley, now Palisades Tahoe. Winter weekends still find him in his old backyard, these days as a paying customer. At home he keeps a small lab where he builds and tests agentic AI tools, which is a hobby most weeks and continuing education the rest.

Nick has represented low-income taxpayers in disputes with the IRS since law school. Tax is one of the few areas where a few hours of a lawyer’s time can clear a debt that has followed someone for years, and he intends to keep doing that work.

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Professional, Community And Pro Bono Involvement

• Sacramento County Bar Association, Taxation Section and Barristers Division, 2026–present
• California Lawyers Association, Business Law Section, 2026–present
• UC Davis School of Law, First Generation Advocates, Board Member, 2021–2022
• UC Davis Business Law Journal, Editor, 2020–2022
• UC Davis School of Law, Tax Law Society and Business Law Society, 2019–2022
• UC Davis Wage Claim Clinic, Student Advisor, 2019–2020

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Honors & Rankings

• Order of the Coif, University of California, Davis, School of Law, 2022
• Juris Doctor, top 5% of class, UC Davis School of Law, 2022
• Judicial Extern, Hon. Ronald H. Sargis, Chief Judge, United States Bankruptcy Court for the Eastern District of California, Spring 2021
• Witkin Award for Academic Excellence (highest grade in class), Civil Procedure, UC Davis School of Law, 2019
• Dean’s Merit Scholarship, UC Davis School of Law
• Academic Excellence Scholarship, UC Davis School of Law
• Tax Law Certificate and Business Law Certificate, UC Davis School of Law, 2022
• Economics Department Citation, University of California, Davis, 2019
• President’s Honor Roll, Sierra College, 2015 – 2017