Michael R. Smith
  • Business Law, Estate Planning, Securities Law ...
  • Indiana
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Michael Smith advises clients with starting up new businesses, with buying and selling businesses, with negotiating contracts, with resolving internal disputes among the owners of businesses, and with 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, and in seeking post-conviction remedies. Mike has served as an adjunct professor at the Indiana University law school 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 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. 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 retired early to open a business law practice in Fishers, Indiana, originally known as Michael Smith Law Office, LLC and later as Smith Rayl Law Office, LLC. In 2018, he and his partner, Susan Rayl, joined with attorneys Joel Hand, Rachelle Ponist, and Valerie Horvath in forming Hand Ponist Horvath Smith & Rayl, LLC. His recreational interests include backpacking and woodworking with hand tools.

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
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Professional Experience
Hand Ponist Smith & Rayl, LLC
- Current
Hand Ponist Smith & Rayl, 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.
Articles & Publications
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
Heartland Pro Bono Award
Heartland Pro Bono Council
Professional Associations
Indiana State Bar Association
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American Institute of Chemical Engineers
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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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  • Credit Cards Accepted
    Visa, MasterCard, Discover
Practice Areas
    Business Law
    Business Contracts, Business Dissolution, Business Finance, Business Formation, Business Litigation, Franchising, Mergers & Acquisitions, Partnership & Shareholder Disputes
    Estate Planning
    Guardianship & Conservatorship Estate Administration, Health Care Directives, Trusts, Wills
    Securities Law
    Appeals & Appellate
    Civil Appeals, Federal Appeals
Additional Practice Areas
  • Limited Liability Companies
  • Nonprofit Organizations
  • English: Spoken, Written
Legal Answers
Q. Is a shareholder liable to conflict of interest if he is not a director?
A: That’s a very interesting question. A partner in a partnership has a fiduciary duty that would be breached by that sort of act, but generally shareholders of a corporation do not owe each other that sort of fiduciary duty. However, in some states the shareholders in closely held corporations do have that sort of duty to each other. Note that the relevant state is the one in which the corporation is incorporated. It’s worth a call to a lawyer who is familiar with corporate law in that state to find out.
Q. We live in Indiana and wish to do a transfer on death deed We are husband and wife ownership
A: You can search for a lawyer by clicking on "Find a Lawyer" at the top of the page. If you wish to contact our firm, you can click on my name to get our contact information.
Q. We live in Indiana and my wife and I wish to add beneficiaries on our house How is that done?
A: Your question leaves out a lot of information that a lawyer will need to give you definitive advice, but the first thing that comes to mind as something that may meet your goals is a transfer-on-death deed.
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Websites & Blogs
Michael Ray Smith's Website Profile
Hand Ponist Smith & Rayl, LLC Business Law Website
Hand Ponist Smith & Rayl, LLC Main Website
Indiana Business Law Blog
Contact & Map
Hand Ponist Smith & Rayl, LLC
1512 N Delaware St
Indianapolis, IN 46202
Telephone: (317) 576-8542