Associate Counsel – Governance, Securities, and Corporate Functions

Overview

Location: 127 Public Square, Cleveland Ohio

The Key Corp Law Group is growing and is seeking an attorney with three or more years of relevant, progressive legal practice experience to join the Governance and Corporate Functions section of Key Legal. The preferred location for this position is Cleveland, Ohio. This role offers candidates coming from a law firm or in-house environment an excellent opportunity to work on general corporate law matters, including corporate governance, securities, executive compensation, and transactional matters.

• Provide support to other attorneys in Key Legal as well as internal lines of business such as SEC Reporting, Corporate Treasury, Executive Compensation, Corporate Responsibility, and Corporate Strategy.
• Assisting with preparation of corporation’s annual proxy statements (including shareholder proposals and proxy solicitations)
• Support the preparation of Board materials, including resolutions and written consents.
• Advising on corporate governance topics, including federal and state disclosure laws and related reporting.
• Working on corporate transactions, including debt and equity issuances, mergers and acquisitions, and minority investments.
• Assisting with matters related to executive compensation, including equity and compensation plan administration, and subsidiary management.
• Collaborating with compliance and risk partners to advise on laws and regulations.
• Developing and maintaining strong collaborative and collegial relationships with internal clients and Key Legal colleagues.
• Providing legal updates to clients regarding areas of expertise as appropriate.
• Working with outside counsel on projects and matters.
• With appropriate supervision and oversight, providing sound legal advice on routine matters.
• Consulting on more complex matters with supervision.
• Developing ability to anticipate client needs based on understanding of business and bank regulatory environment.
• Comfortably collaborating with professionals and mid-level management.
• Performing legal research, leveraging the right resources to develop solutions that balance meeting the needs of the business and mitigating risk to Key.
• Proactively escalating issues within Key Legal.
• Actively participating in other daily tasks of Key Legal as needed.

• Juris Doctor from an accredited law school required.
• Active license to practice law in one or more appropriate jurisdictions required.
• 3+ years of relevant, progressive experience as a practicing lawyer, with experience focusing on public company governance, securities, and corporate transactional matters strongly preferred.
• Experience and/or knowledge of the financial services industry is beneficial but not required.
• Demonstrated ability to perform each essential function with skill, efficiency, and practicality.
• Excellent writing, analytical, and communication skills.
• Ability to work collaboratively and build relationships within a large organization.
• Willingness to learn new areas of the law, acquire new skills, and take on additional and/or new responsibilities as needed.
• Ability to work in a fast-paced environment and on multiple and varied projects simultaneously.

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

• 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 up to 10 lbs.

• Occasional travel to include overnight stay.

• Hybrid (3+ days)

This position is eligible to earn a base salary in the range of $96,000.00 - $ 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  for a list of benefits for which this position is eligible.

Key has implemented an approach to employee work spaces 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: 03/09/2026

Key Corp 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.

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