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Overview

An attorney at Jimerson Birr, P.A., Sean A. Espenship is a Florida-native attorney and CPA where he combines more than 25 years of corporate, tax, and litigation experience with a genuinely entrepreneurial point of view.

Dual-credentialed as a licensed attorney and Certified Public Accountant, Sean advises growing companies, family businesses, real estate developers, contractors, and private-equity-backed platforms on formation strategy, complex tax structuring, risk management, major acquisitions, reorganizations, partner buyouts, multi-state expansion, business succession, and estate and asset protection. He is equally comfortable at the very first whiteboard meeting with a startup founder and at the closing table of a nine-figure deal. He advises on optimal entity structures tailored to operational, tax, and market needs, handles formation and compliance, and crafts governing documents and agreements that safeguard interests while anticipating future opportunities and obstacles.

What sets Sean apart is that he has actually lived many of the same challenges his clients’ face. Since 2007 he has owned and operated a small rural water utility company in Lake City with his brother. In 2014 he founded The Jacksontucky Distillery in Jacksonville Beach, where he serves as master distiller and personally produces award-winning bourbons—including multiple gold medals from the San Francisco World Spirits Competition, the most prestigious and competitive spirits competition on the planet. He previously served as General Counsel for a $30 million enterprise that expanded across multiple states, ultimately overseeing a structure of 45 separate entities under one umbrella.

That real-world operator experience—coupled with nearly two decades of state and federal courtroom litigation—gives him a practical, battle-tested lens when counseling clients on entity choice, governance documents, shareholder and operating agreements, private equity raises, zoning and land-use matters, contract negotiations, corporate disputes, delivering tax-smart, goal-aligned solutions for every facet of the business lifecycle, as well as providing sophisticated estate and asset protection planning designed to preserve wealth across generations while guarding against spurious lawsuits and unfounded creditor claims.

A few law-school stories still circulate: on what he describes as “a complete whim,” Sean sat for the CPA exam during his final year of law school and passed all four parts on the first attempt, a rare triumph when the national pass rate was 13–15% at the time. He just shrugged and kept moving.

A Jacksonville Beach native and proud Fletcher High alum (Go Senators!), Sean never strayed far from the shore—the “Salt Life” is in his blood. He and his wife, the stunning Carolina from Medellín, Colombia, chase adventures with their daughter, traveling frequently between Florida, Colombia, and wherever the next family gathering or good wave might be. In his free time, you will catch him surfing, walking on the beach with his girls, strolling on bikes at low tide, weekend jaunts to St. Augustine, watching his beloved Liverpool FC at his favorite pub (Lynch’s), or tinkering in “The Lab”—the affectionate name for his Jax Beach craft distillery—where he refines his whiskies with a nod to his moonshining ancestors from Lake City.

Sean brings serious legal and tax horsepower to the table, but he delivers it with the perspective of someone who has met a payroll, lost sleep over a state alcohol audit inspection, celebrated gold medals, and signed personally on every line of credit. Clients say he feels more like a trusted co-founder than outside counsel—and that’s exactly how he likes it.

  • Bar and Court Admissions

    • The Florida Bar in 1997
    • U.S. District Court, Middle District of Florida in 2000
  • Education

    • Shepard Broad College of Law, Juris Doctor
    • University of South Florida, Bachelor of Science in Accounting,
      Minor in Political Science
      Honors
  • Representative Matters

    Business Litigation

    • Enforced contractual indemnification and non-competition obligations on behalf of a real estate development group against a general contractor and subcontractors.
    • Represented subcontractors in actions to recover payment from general contractors for work performed.
    • Defended a multi-property management company in a putative class action alleging unfair leasing practices.
    • Pursued claims on behalf of LLC members against a managing member for breach of fiduciary duty and conversion of company assets.
    • Defended a company principal in a sexual harassment matter, achieving a favorable pre-litigation resolution that preserved a multi-million-dollar business sale.
    • Represented a client in a wrongful levy action against the IRS challenging improper seizures of bank accounts in connection with trust fund recovery penalties.

    Commercial Leasing

    • Handled commercial eviction proceedings for a multi-family property management company.
    • Enforced non-competition covenants against former executives of property management company.

    Corporate Formations, Transactions, and Operations

    • Drafted employment, non-competition, shareholder, and operating agreements for general contractors, subcontractors, real estate developers, multi-family management companies, and a national garage door company with operations across multiple states.
    • Served as general counsel, preparing letters of intent, private placement memorandums, partnership agreements, vendor contracts, and purchase and sale agreements for regional and national clients.
    • Advised on commercial real estate acquisitions and dispositions for regional real estate development company.
    • Reviewed and strengthened restrictive covenants in employment agreements for materials suppliers and other businesses.

    Corporate Governance and Structure

    • Acted as chief legal counsel for a national garage door company, overseeing annual shareholder and board meetings, revising articles of incorporation and bylaws, and managing intercompany service agreements.
    • Counseled clients on optimal corporate structures, including stock and real estate holdings, to align with operational and tax objectives.

    Mergers and Acquisitions

    • Played a key role in negotiating and closing transactions that expanded a Dallas-based garage door company into multiple new states.
    • Advised real estate development, multi-family management, and garage door companies on geographic expansion, mergers, acquisitions, and related strategic transactions.

    Vendor Contract Management

    • Developed vendor contract management programs and standardized template agreements, including master service agreements and supplier contracts, for construction and real estate clients, and a national garage door company.

    Estate Planning & Asset Protection

    • Prepared comprehensive estate plans—including wills, revocable and irrevocable trusts, family limited partnerships, living wills, health care surrogates, and durable powers of attorney—for individuals and families with estates ranging from modest to in excess of $30 million.
    • Designed business succession plans to ensure orderly transition of family-owned enterprises to the next generation.
    • Implemented asset protection strategies utilizing land trusts, out-of-state LLCs, and Florida tenancy by the entireties ownership to shield real and personal property from creditor claims while providing probate avoidance through rights of survivorship.

    Bankruptcy 

    • Represented debtors, primarily small business owners as personal guarantors, in Chapter 7, Chapter 11, and Chapter 13 proceedings, with particular focus on those impacted by economic challenges, primarily those affected by the COVID epidemic.
    • Pursued adversary proceedings to achieve cram-downs on underwater commercial mortgages and to strip off wholly unsecured second mortgages and home equity lines in residential cases.
    • Successfully facilitated dozens of mortgage modifications through the U.S. Bankruptcy Court’s Mortgage Modification Mediation Program.

    PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME

  • Selected Publications and Lectures

    “Casino’s Gamble: From Life’s Crapshoot Rolls One Man’s Search for Truth (2011). Author: Sean A. Espenship

  • Organizational Affiliations

    • Maryland State Board of Public Accountancy 1997
    • The Jacksonville Bar Association
    • Jacksonville Beach Code Enforcement, Board Member 
    • South Atlantic Fishery Management Council, Spiny Lobster Advisory Panel Member

Industries

Sean A. Espenship
Manufacturing and Distribution Learn more
Sean A. Espenship
Real Estate Development, Sales & Leasing Learn more
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