For months we have been surveying CEOs to find out what they need in a general counsel. And what they need is someone who can keep the company out of trouble while helping them grow the business. What they don't need is a lawyer who stands in the way of the company's ability to make money. And that creates a near-impossible balancing act for the GC–lean too far in either direction and trouble will follow.

Take Krispy Kreme for example. For its first two years as a public company, Krispy Kreme thought it was a good idea to operate without a GC. During this period, management played fast and loose with the financials. Nobody at the company was willing or able to set an ethical tone and oversee internal controls. Shareholders are now paying the price for this oversight.

Then there is Citigroup. Charlie Prince, the company's former general counsel, is at the helm of the company as it tries to regain its footing after being the target of several high-profile investigations. To repair Citigroup's damaged reputation, Prince is ratcheting up the company's internal controls and ethical standards. He has set up committees to oversee operating divisions and has brought in law firm lawyers to help run the company. Frustrated by the bureaucracy that has descended upon Citigroup, some of Prince's top aides have quit. There is a sense internally that Prince is too focused on ethics and not enough on profitability.