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 geograp