Make it a Combo

Two legal leaders partner to counsel one of the nation’s fastest-growing food chains and plot out a seamless succession plan

Scott Blair never intended to take an in-house position. He had no interest in working with a CEO who pushed for loyalty to the company, then left when offered a more lucrative position. But when Ron Shaich approached him in 2003, Blair knew the Panera Bread chairman and CEO, who founded the company 22 years earlier, wasn’t going anywhere.

2008 marked Blair’s fifth year as general counsel with the bakery-café chain—and a turning point. He was offered a promotion to senior vice president, chief legal officer, and general counsel. He took it on one condition: he needed a strong partner to help him manage the department.

He wanted someone who was an expert in the areas in which he hadn’t specialized. Panera found that person in Lou DiPietro, who was named vice president and deputy general counsel. “It makes sense to have strong players in different areas of managing the department and the business,” Blair says. “To function effectively, you have to offer a full-service legal department.”

Blair and DiPietro’s paths to Panera were different, and those differences make their partnership effective. Blair worked in firms and focused on labor and employment law before Shaich convinced him to go in-house. DiPietro joined Panera shortly after Blair and handled franchise work—half of Panera’s system. He had experience as a generalist on corporate issues, both in-house and in firms. Early in his career, DiPietro knew that he liked working in-house and being a business partner as well as a lawyer. Panera, a company known for its entrepreneurial spirit, was a good fit for him.

DiPietro says because of the way Panera functions, dividing the work felt natural for the two leaders at the top of the legal department. Panera focuses on collaboration rather than a top-down hierarchy. In legal, DiPietro handles corporate governance and franchise issues, and Blair oversees day-to-day operations, employment, and litigation. Both work with Panera’s area specialists within the legal department. These attorneys focus on human relations, real estate, and contract work, and Blair and DiPietro help them handle issues while advising business decisions.

Blair and DiPietro’s appointments came during a difficult time for the legal department. Panera’s chief legal officer had resigned, and a few other lawyers were considering leaving. Morale was middling, at best, and even DiPietro began to wonder what his next move would be if things didn’t work at Panera. But when Blair was appointed chief legal officer, much of that uncertainty fell away.

In their earliest talks about how to manage the department, they agreed that a division of workload would allow them to delve deeper into issues in which they each specialized. From day one, they knew they wanted to comanage the department and take a team approach. “Scott is very good at counseling people,” says DiPietro. “Sometimes that means a lot more than simply knowing what the law is. That’s an area in which I’ve learned a lot from him.” That mentorship has been purposeful; Blair admits his goal from the beginning has been to groom his partner for the GC position.

Reestablishing morale, building up a new legal culture, and overseeing day-to-day operations for one of the most successful fast-food companies in America kept DiPietro and Blair busy for the six years they comanaged the department. The two plan to continue the professional relationship they say was built on mutual respect and willingness to listen to constructive criticism, even as they step into new roles. Blair recently stepped down as general counsel, and DiPietro was appointed to the position of senior vice president and GC. “I could not have done the job Panera needed without him,” Blair says. And he has no doubt that DiPietro will be an effective general counsel.