Senior Counsel, KeyBanc Capital Markets Inc. - M&A Advisory and Capital Markets

Location: 127 Public Square, Cleveland Ohio

Job Summary

The Senior Counsel serves as a crucial legal advisor to KeyCorp's Institutional Bank, including KeyBanc Capital Markets Inc., primarily in connection with M&A advisory engagements and capital markets transactions. This role operates within Key Legal and partners closely with business, risk, compliance, and control functions to facilitate transactions in a highly regulated financial services environment. The position requires sound legal judgment, strong transactional execution skills, and the ability to balance business objectives with regulatory and risk management considerations.

Key Accountabilities

• Serve as a primary legal adviser for investment banking deal teams and senior business stakeholders
• Directly counsel senior KBCM business leaders on a broad range of corporate and finance transactions including:
  • M&A advisory engagements
  • Capital markets transactions involving equity and debt issuances and related securities
  • Draft, review, and negotiate transaction documentation, including:
    • M&A engagement letters
    • Capital markets underwriting agreements
• Advise business partners on transaction structuring
• Own legal risk positioning for M&A and capital markets businesses, including advising on regulatory, reputational and conflicts of interest considerations, in alignment with Key's enterprise risk appetite and industry standards
• Deep familiarity with, and proficiency in, 1933 and 1934 Act requirements and FINRA rules
• Manage and oversee external counsel and internal partners (including Risk, Compliance, and Business Units) to support timely execution of engagement and transaction documentation while maintaining appropriate risk discipline
• Monitor and assess legal and regulatory developments impacting investment banking and securities activities

Required Qualifications

• Juris Doctor (J.D.) from an accredited law school
• Active bar admission in at least one U.S. jurisdiction
• 5+ years of relevant transactional legal experience, including experience at a national or large regional law firm
• Demonstrated experience with:
  • Corporate and M&A transactions
  • Capital markets transactions
  • Credit agreements and related loan documentation
• Strong drafting, negotiation, and issue spotting capabilities
• Ability to manage multiple matters concurrently with appropriate judgment and prioritization
• Business Acumen: Apply legal analysis in a commercial context to support business objectives
• Partner as a legal advisor with cross functional investment banking deal teams
• Risk Management Mindset: Identify and elevate legal and regulatory risks appropriately
• Communication: Communicate complex legal concepts clearly and concisely, both orally and in writing
• Collaboration: Work effectively with business and risk partners, as well as legal colleagues
• Execution Excellence: Demonstrate attention to detail, responsiveness, and follow through
• Adaptability: Operate effectively in a fast paced, regulated environment

Preferred Qualifications

• General familiarity with banking and broker dealer regulatory frameworks
• Prior experience in an in house legal department of a bank based financial institution
• Experience deploying AI (Microsoft Copilot) in legal practice

Why Key Exposure to sophisticated corporate and capital markets transactions within a diversified and growing national financial institution

Opportunity to collaborate closely with business leadership and internal stakeholders

Supportive team environment emphasizing professional development and work life balance

Long term career growth within Key's Legal organization

Core Competencies

All KeyBank employees are expected to demonstrate Key's Values and abide by Key's Code of Conduct.

Physical Demands

General Office - Prolonged sitting, ability to communicate face to face in person or on the phone with teammates and clients, frequent use of PC/laptop, occasional lifting/pushing/pulling of backpacks, computer bags up to 10 lbs.

Travel

Occasional travel to include overnight stay.

Work Location Category

Hybrid (3+ days)

COMPENSATION AND BENEFITS

This position is eligible to earn a base salary in the range of $116,000.00 - $216,000.00 annually. Placement within the pay range may differ based upon various factors, including but not limited to skills, experience and geographic location. Compensation for this role also includes eligibility for incentive compensation which may include production, commission, and/or discretionary incentives.

Key has implemented an approach to employee workspaces which prioritizes in-office presence, while providing flexible options in circumstances where roles can be performed effectively in a mobile environment.

Job Posting Expiration Date: 10/30/2026

KeyCorp is an Equal Opportunity Employer committed to sustaining an inclusive culture. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, genetic information, pregnancy, disability, veteran status or any other characteristic protected by law. Qualified individuals with disabilities or disabled veterans who are unable or limited in their ability to apply on this site may request reasonable accommodations by emailing .

KeyBank is an organization collectively committed to helping you unlock your potential and discover what truly drives you. Working here means sharing our purpose to help our clients, colleagues, and communities thrive. You'll find genuinely supportive teammates, a flexible, inclusive work environment, challenging projects, accessible leaders, and opportunities to grow in your position and your career. For 200 years, Key has opened doors in our communities. Let us open one for you.