Banking and Commercial LendingWe represent both lenders and borrowers in all aspects of individual and commercial finance and lending laws, including lending transactions, leases and other structured financing, lending litigation, bankruptcy and lending liability disputes. { top }
Commercial Litigation
Upchurch, Bailey & Upchurch provides seasoned trial attorneys, offering a wide range of litigation experience and resources to protect clients’ interests in both state and federal courts, including appellate courts. { top }
Condominium and Community Associations
We offer a wide range of experience in commercial and residential condominium law and have represented developers, owners and operators of diverse condominium properties, as well as community associations connected with condominiums. { top }
Construction Law
Upchurch, Bailey & Upchurch represents owners and contractors in all aspects of the construction process, from the contracting phase to final completion. We also handle routine construction litigation. { top }
Corporate and Business Law
Upchurch, Bailey & Upchurch includes experienced attorneys who help clients achieve their business goals. Services provided include:
- Business entity organization, design and structure
- Business entity dissolution and liquidation
- Mergers, acquisitions and divestitures
- Tax-free reorganizations
- Partnerships and joint ventures
- Professional practices
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Education and School Law
School law is a major area of our practice; we serve as general counsel to the St. Johns County School Board, The Florida School for the Deaf and the Blind, Flagler College and the University of St. Augustine for Health Sciences. { top }
Mediation
We provide experienced mediation attorneys who help resolve conflicts and disputes through mediation instead of litigation in the courts. Through mediation, conflicts can often be resolved quickly and without the high costs of civil litigation and appeals. { top }
Real Estate Law
Our professionals represent buyers, sellers, and brokers in commercial and residential real estate transactions, including:
- Acquisition of properties and related easement, title and development work.
- Closing services for major real estate transactions (including mortgage loans).
- Real estate litigation, including cases involving access, drainage and riparian rights; utility and other easements; sovereign lands and other title issues; zoning and land use, growth management and comprehensive plan issues.
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Tax
Upchurch, Bailey & Upchurch provides strategic and solutions-oriented counsel in tax-related matters for corporations and their shareholders, partnerships and their partners, limited liability companies and their members, and tax-exempt organizations. Examples of those tax-related matters are:
- Mergers, acquisitions, divestitures and reorganizations.
- Operational arrangements such as shareholder agreements, employment contracts, buy-sell agreements, business succession plans, and deferred compensation arrangements.
- Representing clients before federal and state taxing authorities and courts such as the Internal Revenue Service, United States Tax Court, United States Court of Federal Claims, United States District Courts, United States Courts of Appeal and the Florida Department of Revenue in connection with numerous types of tax deficiencies and refund claims involving income taxes, payroll taxes, excise taxes, franchise taxes, estate and gift taxes, sales and use taxes, and related penalties and interest.
- Representing clients in disputes involving state and local corporate income tax, sales tax, ad valorem property tax, and documentary/intangible tax matters.
- Interpreting, structuring, and negotiating transactions to maximize tax benefits and minimize tax costs. Drafting the tax disclosure portion of offering documents and rendering the tax opinions associated with the transactions.
- Real estate development and investment undertakings, many of which are
structured as joint ventures or other profit participation arrangements. - Federal and state tax exemptions, keeping and making the most of tax-exempt status, public charity status, the rules of unrelated business taxable income, the recent IRS regulations imposing intermediate sanctions on "excess benefit transactions," the general prohibitions against private inurement and private benefit that tax-exempt organizations must always consider, the special restrictions on lobbying and political activities applicable to tax-exempt entities, private foundation regulations, including the annual distribution requirements and the rules on domestic and foreign grant-making, and the prohibitions against self-dealing, jeopardizing investments, excess business holdings and taxable expenditures.
Trusts & Estates
Our experienced estate planning attorneys offer a broad range of services to assist clients in addressing their estate planning needs including preparation and administration of trusts, wills, powers of attorney, living will declarations and representation in all probate matters. { top }
Zoning and Land Use
Our firm provides review of local, state and federal land use and environmental regulations for business developers, agricultural interests, landowners and individuals, and facilitates applications for development permits and approvals from local, regional and state agencies. Other services include:
- Comprehensive planning
- Developments of regional impact
- Local government approvals and permits
- Planned Unit Development
- Variances, re-zonings and special exceptions
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