Michael Ray Smith

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.

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

• Limited Liability Companies
• Nonprofit Organizations

• Credit Cards Accepted
  Visa, MasterCard, Discover
• Rates, Retainers and Additional Information
  Payment plans may be available in appropriate situations.

Indiana

Since 1994

D.C. Circuit

Since 1995

U.S. District Court, Northern District of Indiana

Since 1994

U.S. District Court, Southern District of Indiana

Since 1994

Partner

Harshman Ponist Smith & Rayl, LLC

2018 - Current

Member

Smith Rayl Law Office, LLC

2008 - 2018

Originally Michael Smith Law Office, LLC

Adjunct Professor

Indiana University School of Law -- Indianapolis

2010 - 2012

Taught Contract Drafting to law students

Contract Attorney

Community Development Law Center

2009 - 2009

Adjunct Professor

Indiana University School of Law -- Indianapolis

2009 - 2009

Conducted the Nonprofit Externship Program for law students at the Community Development Law Center.

Attorney/Counsel

Eli Lilly and Company

1993 - 2008

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

1989 - 1993

Honors: summa cum laude

Activities: Note Development Editor, Indiana Law Review

Purdue University - Purdue University

M.S. (1982) | Chemical Engineering

1980 - 1982

Activities: Research in the possible application of ion exchange technology in artificial kidneys.

Vanderbilt University

B.E. (1978) | Chemical Engineering

1974 - 1978

Honors: summa cum laude

Heartland Pro Bono Award

Heartland Pro Bono Council

2004

Indiana State Bar Association

Member

Current

Indianapolis Bar Association

Member

Current

American Institute of Chemical Engineers

Member

Current

Indiana Business Law Blog

Harshman Ponist Smith & Rayl, LLC

Yes, Your LLC Needs an Operating Agreement

Fishers Business Insider

2011

Limiting the Discretion of the Administrator of Poor Relief in Indiana

Indiana Law Review

1993

Advising Closely Held For-Profit Businesses, Annual CLE Conference, Rochester, IN

August 22, 2019

Fulton County Bar Association

Q. how do I sign on behalf of an LLC if my Scorp is the member?

March 17, 2023

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.

March 13, 2023

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.

February 22, 2023

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.