Michael Ray Smith
  • Business Law, Estate Planning, Appeals & Appellate
  • Indiana
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Michael Smith advises clients with starting up new businesses, buying and selling businesses, negotiating contracts, resolving internal disputes among the owners of businesses, and protecting the rights of businesses and business owners through litigation. He is particularly experienced in creating and advising limited liability companies (or LLCs). His practice also includes tax exempt, nonprofit organizations, including 501(c)(3)'s. He also represents clients in appeals, both civil and criminal.

Mike was born and raised in Tennessee, but he has been a Hoosier for most of his life. He moved to Indiana in 1978 after receiving a B.E. in chemical engineering (summa cum laude) from Vanderbilt University to work for Eli Lilly and Company in Lafayette, Indiana. Along the way, he earned a Master of Science degree in chemical engineering from Purdue University. In 1989 he enrolled in law school while continuing to work full time at Lilly, obtaining a J.D. (summa cum laude) from the Indiana University Robert H. McKinney School of Law in 1993. He then moved to the Lilly Law Division, working first in the Environmental Law Group, and then in Securities and Commercial Transactions. While he was in the Law Division, he organized and led the Lilly Law Divison Pro Bono program. In 2008, he left Lilly to open a business law practice in Fishers, Indiana. In 2018, he and his partner, Susan Rayl, joined with attorneys in forming Harshman Ponist Smith & Rayl, LLC.

Mike has served as an adjunct professor at the Indiana University Robert H. McKinney School of Law in Indianapolis, and he frequently teaches continuing education courses for other lawyers, paralegals, and accountants. He has published the Indiana Business Law Blog since 2009.

Mike's recreational interests include backpacking, fishing, kayaking, gardening and native plants, and woodworking with vintage hand tools.

Practice Areas
    Business Law
    Business Contracts, Business Dissolution, Business Finance, Business Formation, Business Litigation, Franchising, Mergers & Acquisitions, Partnership & Shareholder Disputes
    Estate Planning
    Health Care Directives, Trusts, Wills
    Appeals & Appellate
    Civil Appeals
Additional Practice Areas
  • Limited Liability Companies
  • Nonprofit Organizations
  • Credit Cards Accepted
    Visa, MasterCard, Discover
  • Rates, Retainers and Additional Information
    Payment plans may be available in appropriate situations.
Jurisdictions Admitted to Practice
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D.C. Circuit
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U.S. District Court, Northern District of Indiana
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U.S. District Court, Southern District of Indiana
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  • English: Spoken, Written
Professional Experience
Harshman Ponist Smith & Rayl, LLC
- Current
Smith Rayl Law Office, LLC
Originally Michael Smith Law Office, LLC
Adjunct Professor
Indiana University School of Law -- Indianapolis
Taught Contract Drafting to law students
Contract Attorney
Community Development Law Center
Adjunct Professor
Indiana University School of Law -- Indianapolis
Conducted the Nonprofit Externship Program for law students at the Community Development Law Center.
Eli Lilly and Company
For more than fourteen years, Michael Ray Smith was in-house counsel for Eli Lilly and Company. While in Lilly's law division, Mike worked in the environmental legal department, in the office of the corporate secretary, and, for the last ten years, in the commercial transactions group. While in commercial transactions, Mike supported the Company's global sourcing operations, writing and negotiating contracts for all manner of goods and services, including a $1.3 billion energy management outsourcing transaction.
Indiana University Robert H. McKinney School of Law
J.D. (1993) | Law
Honors: summa cum laude
Activities: Note Development Editor, Indiana Law Review
Indiana University Robert H. McKinney School of Law Logo
Purdue University - Purdue University
M.S. (1982) | Chemical Engineering
Activities: Research in the possible application of ion exchange technology in artificial kidneys.
Purdue University - Purdue University Logo
Vanderbilt University
B.E. (1978) | Chemical Engineering
Honors: summa cum laude
Vanderbilt University Logo
Heartland Pro Bono Award
Heartland Pro Bono Council
Professional Associations
Indiana State Bar Association
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Indianapolis Bar Association
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American Institute of Chemical Engineers
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Articles & Publications
Indiana Business Law Blog
Harshman Ponist Smith & Rayl, LLC
Yes, Your LLC Needs an Operating Agreement
Fishers Business Insider
Limiting the Discretion of the Administrator of Poor Relief in Indiana
Indiana Law Review
Speaking Engagements
Advising Closely Held For-Profit Businesses, Annual CLE Conference, Rochester, IN
Fulton County Bar Association
Websites & Blogs
Michael Ray Smith's Website Profile
Harshman Ponist Smith & Rayl, LLC Business Law Website
Harshman Ponist Smith & Rayl, LLC Main Website
Indiana Business Law Blog
Indiana Law Blog
Legal Answers
57 Questions Answered
Q. how do I sign on behalf of an LLC if my Scorp is the member?
A: Here’s one way, assuming the LLC is member managed: NAME OF LLC By its member, Name of Member By. _________________ Your typed name Your title The idea is to make it clear that the member signs on behalf of the LLC and you sign on behalf of the member.
Q. How is the statute of limitations determined when two parties to a contract live in different states.
A: The answer to that question is probably more complicated than you anticipated because it may depend on where the lawsuit is filed. There are also some nuances that can change the answer. I'm going to give you the short version of the answer, without addressing all the nuances. To get definitive advice, please consult an attorney. Imagine a contract between an Indiana resident and a Kentucky resident. The Indiana resident sues the Kentucky resident in an Indiana court. Generally, an Indiana court will apply the Indiana statute of limitations, which may be different from the Kentucky statute of limitations. However, if the contract specifies that the contract will be governed by Kentucky law, including Kentucky's statute of limitations, an Indiana court will likely apply the Kentucky statute of limitations. Note, however, that the contract language must be broad enough to include the Kentucky statute of limitations and not just Kentucky contract law. The problem is that each state has its own rules for deciding which law applies in lawsuits that involve more than one state. I've described how the rules generally work in Indiana. The rules could be different if the lawsuit were filed in another state. That's one of the reasons you should consult an attorney.
Q. Our partner locked us out from our business after withdrawing from association. He is trying to open a business w/o us.
A: Please consult an attorney in your state. Your question is far too complicated to be answered here. They lawyer you consult will need much more information.
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Contact & Map
Harshman Ponist Smith & Rayl, LLC
3650 N Washington Blvd
Indianapolis, IN 46205
Telephone: (317) 964-6000 Ext. 104
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