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

Ability to partner as a legal advisor with cross-functional investment banking deal teams

Risk Management Mindset: Identify and escalate 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.

Please click here for a list of benefits for which this position is eligible.

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: 11/28/2026

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 HR_Compliance@keybank.com.

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