Corporate and Business Law with Michelle Raia


In this week’s episode of Attorney Talk, Ken Thayer interviews Michele Raia, who is an attorney and practices in Cleveland, Ohio. Michele has been practicing for twenty-eight years and began her career in a small business law firm practice. She also has experience working as in-house council for large corporations and established her own law firm in 1995. Her practice areas include corporate and business services, labor and employment, real estate and wills, and probate. During the show, Ken and Michele discuss limited liability companies, labor employment law, exempt and non-exempt employees, and the biggest misconceptions about lawyers.

 Main Questions Asked:

  • What encompasses your practices in the areas of corporate and business law?
  • Are there separate courts for workers compensation in Ohio?
  • At what level does a business owner say “I need an attorney”?
  • Is there any requirement as to the number of partners or employees you have for a limited liability company?
  • How long is the process for setting up an LLC?
  • How does labor and employment law come into play after the corporation is in place?
  • Is the most important distinction between an employee and a contractor the tax ramifications?
  • What is the difference between an exempt and non-exempt employee?
  • Has your practice been predominantly on the defense side for the 28 years you’ve been practicing?
  • What was it like starting your own law practice two years out of law school?
  • What are the dynamics between running your own practice, working in-house, and at a large firm?
  • What is the biggest misconception non-lawyers have about lawyers and their practice?


Key Lessons Learned:

  • Michele represents many startup businesses at a fixed fee, as well as existing clients that started out as small businesses.


Limited Liability Companies

  • In today’s environment, Michele encourages people starting businesses to create a LLC.
  • The LLC allows people to have the protection of a corporation so if you get sued, the person suing you can’t go after your personal assets. However, you can still act and feel like a partnership, but you don’t have the formalities you would have in a corporation.
  • A single member LLC is great for someone who is a one-person company. This provides legal protection, but you can file your expenses and profits on your personal schedule.
  • There are some restrictions when setting up a LLC, which is why you want to have a lawyer set it up.
  • In Ohio you can officially be a company within a day or two, and the paperwork takes about a week.
  • Even if you become a company, if you don’t keep some formalities, you can still be sued, which is known as ‘piercing the corporate veil.’


Labor and Employment Law

  • There is a twenty-point test for an independent contractor that shows if they are separate from the company. The end result is that work is achieved on their own time, skills, and tools.
  • Independent contractors must have more than one client.
  • An employee must have an offer letter that spells out payment, overtime, duties, who they report to, job description, employee handbook.
  • When it comes to employees, the company must comply with state and federal laws with regards to vacation, overtime, and benefits.


Exempt and Non-Exempt Employees 

  • There is a misconception about overtime that every time an employee works over eight hours, they get overtime. This is where wage and hour laws come into play that enforce the exempt and non-exempt status.
  • Usually an exempt employee is at a higher level, such as a management position where they are supervising other employees, work more flexible hours, and get a higher hourly rate in exchange for the higher status.
  • The non-exempt employees are hourly employees who have no supervision or management responsibilities and are entitled to over time (anything over 40 hours).


Dynamics of Different Firms

  • Small Firm: You have other people to bounce ideas off and get a lot more experience, especially if you are the cheapest person within the firm.
  • Corporate: There is more red tape, more people looking over your shoulder, and this environment is restraining.
  • Larger Firms: Have time and billing restrictions, but people to bounce ideas off.
  • Own Firm: Can work as many hours as you like at any time of the day and have a lot of flexibility. However, you are the bottom line and don’t have anyone to bounce ideas off.


Biggest Misconception About Lawyers

  • The high cost of lawyers, and that the legal profession is not accessible to a normal person.
  • 90% of lawyers are people ‘just like you,’ and only 10% are like TV lawyers in suits.

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Links to Resources Mentioned

Michele Raia



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Are you working within the right business entity? Find out w/ Michele Raia and Ken Thayer @gaylordpoppllc


What’s it like to set up a law practice 2 years out of law school? Find out w/ Michele Raia @gaylordpoppllc

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