As senior vice president and chief legal officer of Dallas-based Borden Dairy Co., Dan Blaufus spends much of his workday focused on delivering milk: Many of the legal issues he deals with arise from the company’s fleet of about 1,500 delivery trucks.
“It’s tough to avoid completely, you know, getting into the occasional accident sometimes, which is serious,” Blaufus says.
Borden sells milk and other dairy products in much of the eastern half of the United States. It serves about 40 percent of the country, bringing in about $2 billion a year in revenue, Blaufus says. Its primary products are fluid milk and yogurt, he says.
Dairy delivery is a big part of Blaufus’ job, he says. But running dairies is not. “. . . [W]e don’t own any dairy farms in the U.S., but our ownership in Mexico is made up of dairy farmers,” Blaufus says.
Instead, Borden buys raw milk from dairies, processes and packages it.
“There certainly are laws that are unique to the dairy business that impact the business,” Blaufus says. “For example, the price that we pay for raw milk, the primary input cost, is controlled, with some modification by dairy co-ops and independent dairy farmers. But the price is primarily determined by the federal government.”
Blaufus says he manages much of the legal work, which also includes contract and lease issues, in-house. He relies on a team of three lawyers and two paralegals, he says.
At the Table
Blaufus, a native of Portland, Ore., was a teacher before he graduated from Lewis & Clark Law School in 1993. He worked for the law firm Tonkon Torp in Portland until he joined Nike in 2000.
“You know, if you’re from Portland, Ore., and you want to be an in-house lawyer, believe me, Nike is at the top of your list,” he says.
But the opportunity to help lead Borden and to “be at the table where the decisions are ultimately made was very alluring to me,” says Blaufus, who joined Borden in 2010.
In addition to his legal work, he helps with strategy as a member of the company’s senior leadership team.
At Borden, Nucci Cerioli, vice president of supply chain, works with Blaufus on legal matters and executive management. In addition to helping her with contracts and government regulations, Blaufus is “extremely objective, and he’s data-driven,” she says.
“He stays calm, he stays composed and he gives the sense of, ‘Yes, we are going to sort it out,’ ” she says.
For example, Cerioli cites a recent instance where a customer complained about an allegedly contaminated jug of milk. Blaufus says the legal department investigated, determining that the customer had inadvertently contaminated the milk. “And that avoided us major bad press,” Cerioli says.
When Blaufus needs outside counsel for Borden, he often turns to Jerry L. Beane, a partner in Andrews Kurth in Dallas. Beane works in litigation, antitrust, competition and trade regulation.
He says Blaufus understands the legal issues and can explain them to his Borden business colleagues. “He’s able to . . . hear, digest and process everything in one sitting and develop a way to deal with the business folks that he’s advising in the company, all in one discussion so that he can go forward and conclude that particular issue quickly,” Beane says of Blaufus.
Blaufus’ lack of a dairy or agricultural background has not hindered him in their work together, Beane says. “Certainly, there’s been a learning curve for Dan, and I think he freely admits that,” Beane says. “But he’s a very quick study, and he’s able to use his background at Nike to make an analogy to an issue.”
Blaufus, too, says his work at the athletics apparel giant has helped, different though the industries are. Advising and counseling Borden’s business leaders is similar, and so is the intellectual property work, he says.
One big difference is in manufacturing, he says. Nike, which produces several lines of clothing, shoes and other gear, owns only one factory; most of its manufacturing is outsourced to Asian companies, Blaufus says. Borden, however, owns 19 factories.
Also, Nike has a few powerful unions with which to work, while Borden has unions at many of its plants, he says. “That’s certainly a different dynamic to deal with.”
Dan Blaufus, senior vice president and chief legal officer at Borden Dairy Co. in Dallas, worked as a teacher, in private practice and at Nike before moving from Oregon to Texas. He now oversees Borden’s legal department and is a member of the company’s senior leadership team.
Texas Lawyer‘s Thomas Phillips emailed Blaufus some questions about changing industries and his legal department’s use of outside counsel. Below are his answers, edited for length and style.
Texas Lawyer: What’s your best advice for transitioning from one industry to another?
Dan Blaufus: Study up on the new industry even before beginning the job. Figure out the challenges unique to that industry. You can’t add value as a business partner if you don’t fundamentally understand the business.
TL: Which things from your previous legal experience help you most on the job today?
Blaufus: Having some background in intellectual property and antitrust issues has been very useful.
TL: What types of matters do you usually use outside counsel for?
Blaufus: While we have an excellent manager of our litigation matters, we use outside counsel for the vast majority of court appearances.
TL: Other than being experts in their practice areas, what skills or qualities do you look for in outside counsel?
Blaufus: Responsiveness is very important. When a company has an in-house legal team, you pick up the phone when you are out of your depth or need an answer fast. I swear sometimes it seems like our outside lawyers sit by the phone and wait for us to call. It’s amazing how responsive some service providers are. It builds trust and value quickly.