Patrick D. Hayes

Patrick serves as Chair of the firm’s Investment Management practice group and represents and supports advisers in the development and administration of their compliance programs, including the creation and implementation of written policies and procedures governing all activities of the adviser and any associated funds. His clients include wealth management firms, private equity advisers, family offices, ERISA investment fiduciaries, dual registrants, broker-dealers, cryptotraders, FinTech and Robo-advisers, mutual fund trusts, and institutional equity and fixed-income asset managers.

Patrick also serves as outside general counsel to draft, coordinate, and review all legal documents of the adviser, including contracts, fund formation documents, adviser and fund regulatory filings, and other related materials.

Patrick conducts due diligence and monitors the activities of sub-advisers, third-party managers, and relevant service providers, and will assist with matters before the Securities and Exchange Commission, Commodity Futures Trading Commission, Department of Justice, Financial Industry Regulatory Authority, North American Securities Administrators Association, as well as before state securities commissions, attorneys general and local authorities.

In 2020, Patrick launched The Securities Compliance Podcast: Compliance in Context™, co-sponsored by Calfee and the National Society of Compliance Professionals, a nonprofit, membership organization dedicated to serving and supporting compliance professionals in the financial services industry. Patrick designed the podcast as a personal master class for the securities industry’s legal and compliance professionals.

Patrick serves as chair of the board of directors for the National Society of Compliance Professionals, as co-chair of the NSCP's Governance Committee, and as a member of the Executive and Regulatory Advisory Committees. He carries both Series 7 and Series 24 securities licenses and is licensed to practice law in the state of Ohio and the Commonwealth of Kentucky.

Since 2022, Patrick has been recognized by Chambers & Partners as a Leading Lawyer in Investment Funds: Regulatory & Compliance, most recently ranked in both the Chambers Global Legal 2024 Guide (USA, Band 3) and the Chambers USA 2024 Guide (USA - Nationwide, Band 2). Clients provided the following feedback to Chambers, "Patrick brings a high level of expertise about the industry, as well as a wealth of experience. He is easy to work with, responsive, personable, practical and very knowledgeable."

Prior to joining Calfee, Patrick served as Investment Management Counsel and Chief Compliance Officer at Graydon Compliance Solutions, LLC and Private Funds and Regulatory Compliance Officer at Fort Washington Investment Advisors, Inc.

Patrick earned his J.D. from the University of Cincinnati College of Law, where he was inducted into the Order of the Barristers for outstanding ability in appellate advocacy. He is also a recent recipient of the Cincinnati Business Courier's Forty Under 40 Award recognizing young professionals in Greater Cincinnati who are crafting successful careers while also giving back to their community.

He joined Calfee in 2019, and he was elected Partner in 2022.

Honors & Recognitions

• Chambers Global Legal Guide, Investment Funds: Regulatory & Compliance, Band 3, USA (2023-2024)
• Chambers USA Legal Guide, Investment Funds: Regulatory & Compliance, Band 2, USA: Nationwide (2022-2024)
• The Best Lawyers in America^®,  Corporate Compliance Law (2024-2025), Financial Services Regulation Law (2025), Leveraged Buyouts and Private Equity Law (2025), Securities / Capital Markets Law (2022-2025), and Securities Regulation (2024-2025)
• Ohio Super Lawyers, Ohio Rising Stars (2022)
• Cincy  Magazine, "Cincy Leading Lawyers," Corporate and Securities Law (2020-2023)
• Forty Under 40 Honoree, Cincinnati Business Courier (2019)

Education

J.D., University of Cincinnati College of Law, 2008

B.A., magna cum laude, University of Notre Dame, 2005

Experience

• Providing legal counsel on securities regulations affecting a large investment advisory firm with $8+ billion in client assets providing customized financial planning and wealth management services to a broad array of high net worth and other clients, and to serve as the firm’s Chief Compliance Officer (CCO). The CCO is responsible for directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Providing broad support and counsel to our multinational professional services firm client with $100+ billion in AUM in relationship to the firm’s global investment advisory services. As a new matter, Calfee was retained to support the client's ongoing marketing and advertising efforts in relationship to the new SEC Marketing Rule finalized in November 2022. The client engaged Calfee to further support its private fund complex, including a new private credit fund. As part of its services, Calfee works with the lead portfolio managers to identify and review potential fund investments, assist with due diligence, and review the terms of potential investment in the funds.
• Providing legal counsel on securities regulations affecting an SEC-registered investment adviser client with $25+ billion in AUM that provides asset management for institutional investors and wealth management services for high-net-worth and ultra-high-net-worth individuals. Calfee provides back-office support and expert counsel for the CCO and assists him in directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”). As part of its ongoing services over the last two years, Calfee successfully guided the client through an examination by the SEC’s Division of Examinations ultimately concluding with a “no further action” letter with zero deficiencies noted.
• Selected to provide legal counsel on securities regulations affecting all aspects of our SEC-registered investment advisor client’s investment advisory business and operations, which has $4+ billion in AUM. Calfee provides back-office support and expert counsel for the Managing Principal and CCO and assists with directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Selected to provide legal counsel on securities regulations affecting an SEC-registered investment adviser with $3+ billion in AUM providing advisory services to both private funds and high-net-worth individuals and to serve as the firm’s Chief Compliance Officer (CCO).
• Selected to provide legal counsel on securities regulations affecting an SEC-registered investment adviser with $2+ billion in AUM providing advisory services to high-net-worth individuals and institutional investors, and Calfee serves as the firm’s Chief Compliance Officer (CCO). The CCO is responsible for directing and implementing the firm’s compliance program for supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Providing legal counsel on securities regulations affecting an SEC-registered investment adviser with $2+ billion in AUM providing asset management as a 3(21) and 3(38) investment fiduciary for 401k and corporate pension plans subject to ERISA and wealth management services for high-net-worth individuals. Calfee provides back-office support and expert counsel for the CCO and assists him in directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Selected to provide legal counsel on securities regulations affecting all aspects of our client, an SEC dually registered investment adviser and broker-dealer operations with $2+ billion in AUM. Calfee provides support and expert counsel for the CCO and assists in directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”) and FINRA compliance program requirements under FINRA Rule 3120 and the Annual Certification under Rule 3130.
• Selected to provide legal counsel on securities regulations affecting an SEC-registered investment adviser with approximately $1.5 billion in AUM providing advisory services to high-net-worth individuals and small institutions, and to serve as the firm’s Chief Compliance Officer (CCO). The CCO is responsible for directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”). Calfee successfully assisted the client through an examination by the SEC’s Division of Examinations with the firm’s final response being submitted in 2021.
• Providing legal counsel on securities regulations affecting the client, an SEC-registered investment advisor and a related family office with a combined total of $1+ billion in AUM and to serve as the firms’ Chief Compliance Officer (CCO). The CCO is responsible for directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”). Calfee manages the following legal/compliance tasks for the client: Internal audits and compliance testing; annual review/risk assessment; third-party due diligence; SEC examinations and communications with regulators; compliance certifications; Code of Ethics issues; directing/executing the firm’s compliance manual; all marketing/advertising review; employee training/education; firm contracts/client agreements review; completing/submitting all regulatory filings, including SEC, FINRA, CFTC, etc. In addition, Calfee was engaged by the client to assist in a total corporate governance restructuring of both advisors and the investment advisory services each firm provides.
• Providing legal counsel on securities regulations affecting an SEC-registered investment adviser with $700+ million in AUM focused on managing private funds. Calfee provides complete back-office support for the CCO and is responsible for directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Selected to provide legal counsel on securities regulations affecting an SEC-registered investment adviser with $675+ in AUM providing advisory services to high-net-worth individuals and small institutions, and to serve as the firm’s Chief Compliance Officer (CCO). The CCO is responsible for directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Providing legal counsel on securities regulations affecting all aspects of our client, a family of SEC-registered investment advisers with $650+ million in AUM. Calfee provides comprehensive back-office support and expert counsel for the CCO and assists in directing and implementing the firms’ compliance programs for all supervised persons, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Providing legal counsel on securities regulations affecting an SEC-registered investment adviser with $575+ million in AUM focused on managing private funds, and to serve as the firm’s Chief Compliance Officer (CCO). The CCO is responsible for directing and implementing the firm’s compliance program for all supervised persons of the adviser and ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Providing legal counsel on securities regulations affecting an SEC-registered investment adviser with $570+ million in AUM providing advisory services to high-net-worth individuals and small institutions, and to serve as the firm’s Chief Compliance Officer (CCO). Calfee also successfully counselled the client through an inquiry from the Department of Justice.
• Providing legal counsel on securities regulations affecting our client, an investment adviser with $250+ million in AUM registered with the SEC focused on managing private funds and to serve as the Chief Compliance Officer. The Chief Compliance Officer is responsible for directing/implementing the firm’s compliance program for all supervised persons of the adviser and ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”).
• Providing legal counsel on securities regulations affecting an advisory firm with $1+ billion in AUM specializing in comprehensive management of family wealth for ultra-high net worth clients. Calfee provides expert counsel for the CEO and CCO and leads the firm’s fund formation efforts and assists with directing and implementing the firm’s compliance program for all supervised persons of the adviser, ensuring effective compliance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Compliance Rule”). As part of these services, Calfee drafts the governing agreements and disclosure documents for the closed-end and open-end private funds, which the client raises on a regular basis. In addition, Calfee has been engaged to assist the CCO with all of the following legal and compliance tasks: internal audits and compliance testing; annual review/risk assessment; third-party due diligence; SEC examinations and communications with regulators; compliance certifications; Code of Ethics issues; directing/executing the firm’s compliance manual; all marketing/advertising review; employee training/education; firm contracts/client agreements review; completing/submitting all regulatory filings, including SEC, FINRA, CFTC, etc. In completing these services over the past year, Calfee successfully guided the client through an allegation investigated by the state with no formal charges being brought.
• Selected to provide legal counsel on securities regulations affecting an international investment manager with $125+ million in AUM currently shifting its focus from individual separately managed accounts of high-net-worth individuals to managing a global private fund strategy, with a master feeder fund complex based out of the Cayman Islands and multiple U.S. feeder funds. As part of these services, Calfee provides comprehensive legal services for all legal, regulatory, and compliance issues impacting the global private fund complex and related investment strategies, including the formation of all private funds for the firm.
• Served as lead and sole legal counsel to a tax, accounting, and consulting firm client in its acquisition of a minority interest in a wealth management firm. The 2023 transaction involved the creation of a registered RIA subsidiary for the client company to act as the acquirer in the transaction. In connection with the acquisition of the equity, a joint-venture operating agreement was negotiated.
• Regularly advising a national leader in providing administrative services to pooled employer plans (“PEPs”), with respect to establishing and administering such plans and with respect to the merger of traditional 401(k) plans into PEPs.

Professional & Community

• National Society of Compliance Professionals, Board of Directors Chair, Publications Committee, Regulatory Advisory Committee
• University of Cincinnati Law Alumni Association, Immediate Past President
• Cincinnati USA Regional Chamber, C-Change Leadership Program, Class 8

Podcast

On October 19, 2020, Patrick launched The Securities Compliance Podcast: Compliance in Context™, co-sponsored by Calfee and the National Society of Compliance Professionals, a nonprofit, membership organization dedicated to serving and supporting compliance professionals in the financial services industry. Patrick designed the podcast as a personal master class for the securities industry’s legal and compliance professionals.

The goal of the podcast series is to put Compliance In Context by combining the technical expertise of industry thought leaders and innovators with the practical experience of doers and key decision-makers.

The first segment of each episode covers the provocative and trending compliance topics of the day, and the second segment features an expert guest participating in a deep-dive discussion of a significant topic affecting the industry. The final segment of each episode will feature one of four unique recurring series, including comical stories in the investment management industry and new regulatory guidance on controversial issues.

Season 5

Episode 10 – In Season 5 Episode 10 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes looks at the current state of crypto and digital assets, the impact of a new administration, how firms operating in this space should be thinking about custody, and what the SEC Enforcement Division is focused on as it relates to this embattled asset class. The Headlines section discusses President-elect Donald Trump's choice to run the Securities and Exchange Commission. The episode concludes with an installment of Outtakes during which Patrick reviews a recent SEC complaint against the chief investment officer of a large investment advisory firm and the importance of trade allocation and avoiding instances of cherry-picking in the delivery of advisory services.

Episode 9 – In Season 5 Episode 9 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes features a Lessons From The Front Lines episode where he welcomes an august panel to provide an in-depth look at the embattled DOL Fiduciary Rule, including where are things currently stand, what’s next, and what other best practices firms should have in place regarding any investment recommendations being made and other services provided to retirement investors. The episode's panel of experts includes Jason Berkowitz with the Insured Retirement Institute, David Kaleda with the Groom Law Group, and Jason Roberts with the Pension Resource Institute.

Episode 8 – In Season 5 Episode 8 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes welcomes two special guests, Ms. Alpa Patel and Mr. Igor Rozenblit, to share their insights and help unpack the Loper Bright and Corner Post decisions, PFAR getting vacated, and what’s next on the examination and enforcement front.

Episode 7 – In Season 5 Episode 7 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes performs a comprehensive review of a rule proposal from 2024 with the biggest long-term impact on the RIA community – namely the AML rule proposal from FinCEN. The Headlines section reviews recent a decision from the Fifth Circuit court to stay the new DOL Fiduciary Rule that was issued earlier this year. The show wraps up with an installment of What’s On My Mind, where Patrick takes a quick moment to visit the 2024 Paris Olympics and review how some of the greatest athletes in the world can give us critical insight into being the best versions of ourselves and building our own firm’s best compliance program.

Episode 6 – In Season 5 Episode 6 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes looks at the evolution of compliance through the lens of the NSCP, analyzing key growth milestones, identifying new resources and building for the future, and reviewing what’s up next for the organization in 2024. The Headlines section reviews recent decisions from the Supreme Court in the Loper Bright case and the long-term impact of federal agencies’ rulemaking interpretations. The episode wraps up with an installment of Outtakes, where a recent SEC Enforcement action provides significant insight and raises more questions regarding the SEC’s stance on cybersecurity controls.

Episode 5 – In Season 5 Episode 5 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes reviews an incredibly important topic for all SEC-registered broker-dealers and investment advisers, namely third-party due diligence of service providers – the situations that require it, regulatory considerations, and the basic building blocks for establishing a successful due diligence program inside your firm. In the Headlines section, Patrick reviews the recent SEC rulemaking amending Regulation S-P. The episode wraps up with an installment of History Has Your Back, where an old quote from an ancient stoic might just help you make the best of a bad situation when things in your compliance program don’t go exactly as planned.

Episode 4 – In Season 5 Episode 4 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes reviews one of the most important topics impacting broker-dealers this year, namely the issue of remote supervision and how to address the new Residential Supervisory Location Designation and the Remote Inspections Pilot Program. In the Headlines section, Patrick reviews the recent Supreme Court decision impacting 10b-5 disclosures and a recent FinCEN report tracking new information and trends surrounding elder financial exploitation. The show wraps up with an installment of Outtakes, where Patrick looks at the recent Risk Alert from the Division of Examinations focusing on new SEC Marketing Rule violations.

Episode 3 – In Season 5 Episode 3 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes welcomes renowned retirement plan fiduciary expert Fred Reish to discuss another groundbreaking DOL Fiduciary Rule and unpack where and how it will affect investment adviser and broker-dealer firms across the country.

Episode 2 – In Season 5 Episode 2 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes welcomes Rob Tull, who discusses what’s in the complete toolkit every CCO needs to build an effective compliance program. In the Headlines section, Patrick reviews recent comments from the SEC’s Enforcement Division responding to criticisms from the crypto industry. The show wraps up with an installment of Outtakes with a discussion of the first-of-its-kind enforcement action against investment advisers for misleading statements about their use of artificial intelligence.

Episode 1 – In Season 5 Episode 1 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes welcomes two special guests in the investment management space, Karen Barr from the Investment Adviser Association and Lisa Crossley from the National Society of Compliance Professionals, to discuss the current state of the Investment Adviser industry, what new regulations impacting investment advisers are on the horizon for 2024, and other priorities both organizations are focusing on in 2024. The Headlines section looks at a new FinCEN proposal to include “investment adviser” in the definition of “financial institution” under the Bank Secrecy Act (BSA) and a new FAQ for registered investment advisers relating to the SEC Marketing Rule. The show concludes with an installment of History Has Your Back, revisiting a famous quote from a tennis legend, which provides some inspirational words heading into a busy regulatory filing season.

Season 4

Episode 14 – In Season 4 Episode 14 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes welcomes David Scalzetti, Senior Director of Regulatory Products and Strategy at ICE, for the second of a two-part program looking at the impact of data on compliance. In this program, David focuses on how data can dramatically help firms trying to navigate new regulations, especially in areas affecting mutual funds and broker-dealers. The Headlines section reviews two recently adopted rules from the SEC that expand the definition of “broker-dealer” under the SEA. Finally, the podcast concludes with an installment of Outtakes with a review of a significant enforcement action relating to text messaging and other messaging applications.

Episode 13 – In Season 4 Episode 13 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes welcomes David Scalzetti, Senior Director of Regulatory Products and Strategy at ICE, as part one of a two-part program looking at the impact of data on compliance. In the first part of the interview, David looks at how data can support a firm’s compliance program in any number of areas, including portfolio management, liquidity, valuation, and fund reporting. The Headlines section looks at Commissioner Uyeda’s second term and a recent challenge from SIFMA regarding the Department of Labor’s new “Retirement Security Rule” proposal. The show concludes with an installment of What’s On My Mind, in which host Patrick Hayes explores the interesting characteristics of the American bison and connects them with the upcoming busy season for compliance officers.

Episode 12 – In Season 4 Episode 12 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes welcomes Brian Rubin to discuss the current state of CCO liability, revisit the NSCP Firm and CCO Liability Framework, and review its impact on the investment management industry nearly two years after its original publication. In the Headlines section, Patrick looks at recent data collected on the growth of the accredited investor population and reviews the SEC’s denial of a Coinbase petition for digital asset rulemaking. Finally, the episode wraps up with a review of how a recent Supreme Court hearing could signal the end of the SEC administrative proceeding as we know it.

Episode 11 – In Season 4 Episode 11 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes features a Lessons From The Front Lines episode as he welcomes back to the show SEC Division of Examinations Senior Counsel Christopher Mulligan to review how the Division of Exams is approaching the SEC Marketing Rule one year after the compliance date. Episode 11 also covers the best practices the SEC has seen firms implement and some of the challenges or issues examiners have seen firms dealing with as it relates to the Marketing Rule.

Episode 10 – In Season 4 Episode 10 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes dives into the recent rule proposal from the SEC on predictive data analytics technologies and some of the significant compliance challenges associated with that rule proposal and the push back from the industry. Patrick reviews the 2024 SEC Examination Priorities pushed out by the Division of Examinations. The episode wraps up with an installment of "History Has Your Back," where a famous story involving the renowned anthropologist Margaret Mead provides insight into the mark of where civilization begins and perhaps a little insight into the mark of a good compliance program.

Episode 9 – In Season 4 Episode 9 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes features a Lessons From The Front Lines episode on the recently passed SEC Private Fund Adviser Rules with an esteemed panel of experts featuring three former regulators who served at the very highest levels of the SEC – Kristin Snyder, Dan Kahl, and Pete Driscoll. It’s no secret the SEC has been laser-focused on the private funds industry over the last several years, and now that the groundbreaking final rules have finally passed, our experienced panel shares some key questions and items to consider regarding the overall impact and how to implement these changes into a firm’s compliance program.

Episode 8 – In Season 4 Episode 8 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes takes a look at one of the most-talked-about subjects over the last 12 months, namely artificial intelligence. Expert Marc Gilman helps us further examine the benefits and impact of AI on a firm’s compliance program. In the Headlines section, Patrick reviews the recent final rule from the SEC detailing new requirements for private fund advisers. The podcast wraps up with another installment of History Has Your Back, where an ancient Japanese artistic practice and related philosophy can perhaps teach a new way to deal with private fund rulemaking.

Episode 7 – In Season 4 Episode 7 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes dives back into the Cryptocurrency conversation with FinTech expert Chuck Senatore to discuss the current state of cryptocurrency in the financial markets and how certain timeless principles could be helpful for the future of this asset class. In the Headlines section, Patrick reviews a recent rule proposal from the SEC regarding the use of predictive data analytic technologies. Patrick wraps up with another installment of What’s On My Mind, where following up on Chuck’s interview, he reviews the recent decision in the Ripple case and its future impact on the investment management industry.

Episode 6 – In Season 4 Episode 6 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes takes a comprehensive look at the ever-important topic of valuation, why it's such a key topic for firm regulators, and the role that compliance can play in the process. The episode also reviews a recent risk alert from the Division of Exams on the New Marketing Rule. Finally, Patrick wraps up with a discussion of recent enforcement action and settlement that highlights the importance of valuation and having the right policies and procedures in place. 

Episode 5 – In Season 4 Episode 5 of The Securities Compliance Podcast: Compliance in Context, host and Calfee Partner Patrick D. Hayes discusses the SEC Cybersecurity Rule Proposal (Rule 206(4)-9) with a panel of experts from ACA Aponix and Fairview®, LLC: Carlo di Florio, Christine Tetherly-Lewis, Michael Pappacena, and Amber Allen, Esq., CIPP (US). 

Episode 4 – In Season 4 Episode 4 of the Compliance in Context Podcast, host Patrick D. Hayes takes listeners through a deep dive into the 2023 Report on FINRA’s Examination and Risk Monitoring Program and the role of the Membership Application Program as part of FINRA’s larger governance structure. In the podcast's Headlines section, Pat reviews recent testimony from Chair Gensler before the House Financial Services Committee and a new Risk Alert from the SEC Division of Examinations identifying compliance deficiencies of newly registered investment advisers. The podcast wraps up with another installment of What’s On My Mind, honoring Mr. Irrelevant from last year’s NFL draft and the insight it can provide about the role of compliance inside listeners' respective firms.

Episode 3 – In Season 4 Episode 3 of the Compliance in Context Podcast, host Patrick D. Hayes, and guests Issa Hanna and Genna Garver, take an in-depth look at the SEC’s new Custody rule proposal and the impact of these new requirements on investment advisers, broker-dealers, and custodians. In the Headlines section, they examine the new Cybersecurity rule proposal (also known as Rule 10) and the new proposed amendments to Reg S-P. And finally, the group wraps up the show with another installment of History Has Your Back, honoring Women’s History month.

Episode 2 – In Season 4, Episode 2 of the Securities Compliance Podcast: Compliance in Context, host Patrick D. Hayes welcomes Sara Donaldson and Adam Aderton to do a deep dive into the wellspring of legal and compliance issues surrounding the topic of ESG, including an analysis of all the recent rulemaking in this space and what the practical application of these rules could mean for firms and their respective compliance programs. 

Episode 1 – In the premiere of Season 4 of the Securities Compliance Podcast: Compliance in Context, host Patrick D. Hayes welcomes Ranah Esmaili to do a deep dive on recent trends in the SEC examination space and kick off the next iteration of our Lessons From The Front Lines series. An SEC alum herself, Ranah shares some invaluable insights into many critical areas affecting a firm’s compliance program including disclosures, cybersecurity and information security, off-channel business communications, private funds, mutual funds, the new Marketing Rule, and much more. 

Season 3

Episode 14 – In the final of Season 3, host Patrick D. Hayes is joined by Karen Barr from the Investment Adviser Association and Lisa Crossley from the National Society of Compliance Professionals. During the interview, the group discusses what’s happening in the investment adviser space, the rich history of both organizations, more recent DE&I efforts in the industry, and what has helped these women become the fantastic leaders they are today.

Episode 13 – In Episode 12 of Season 3, host Patrick D. Hayes is joined by Debbie Hennelly, founder of Resiliti and an expert on organizational resilience by creating cultures of integrity, innovation, and inclusion, to discuss how to handle the physical and mental parts of being a compliance officer.

Episode 12 – In Episode 12 of Season 3, host Patrick D. Hayes does a deep dive into the new SEC Cybersecurity Risk Management rule proposal for Investment Advisers – what it says and what you can do now to help prepare your firm for the potential updates that may be necessary comply with the new rule.

Episode 11 – In the final episode of the Marketing Rule Master Class mini-series, moderator Carlo di Florio with ACA, along with panelists Craig Watanabe with DFPG Investments, Chas Spiros with ACA, and Julia Reyes with ACA, discuss implementation timelines and challenges, incorporating the right policies and procedures for your firm, training and educating key stakeholders inside your firm, and how technology can help with implementation, execution, and ongoing monitoring.

Episode 10 – In the fifth episode of the master class series on the SEC Marketing Rule, you’ll hear from host Patrick D. Hayes along with Jaqueline Hummel, Anthony Dillingham, and Matt Shepherd with ACA, as they delve into the nuances and traps for the weary when utilizing testimonials, endorsements and third-party ratings.

Episode 9 – In the fourth episode of the master class series on the SEC Marketing Rule, you’ll hear from Carlo di Florio, Julia Reyes, and Shivani Choudhary with the ACA Group, Karyn Vincent with the CFA Institute, and Janice Kitzman with Cascade Compliance as they discuss the various Marketing Rule performance requirements including how they compare and contrast with GIPS 2020.

Episode 8 – In the third episode of the master class series on the SEC Marketing Rule, you’ll hear from host Patrick D. Hayes along with our industry panelists Genna Garver, Partner with Troutman Pepper, Bree Ward Associate with Akerman LLP, and Matt Shepherd, Director with the ACA Group. 

Episode 7 – In the second episode of our new master class series on the SEC Marketing Rule, Carlo di Florio of ACA Group speaks with industry panelists Issa Hanna, Partner with Eversheds Sutherland, Amber Allen, VP and General Counsel with Fairview Investment Services, and Chas Spiros, Principal Consultant with the ACA Group. 

Episode 6 – In the first episode of the master class on the new SEC Marketing Rule, you’ll hear from co-hosts, Patrick D. Hayes, and Carlo di Florio with the ACA Group along with our industry panelists from the SEC, Steven Levine and Chris Mulligan, as they provide background on the new SEC Marketing Rule and why it was developed.

Episode 5 – In Episode 5 of Season 3 of the Securities Compliance Podcast: Compliance in Context, host Patrick D. Hayes focuses his attention on gamification – what is it, why are regulators and investors concerned about it, what are the benefits of it, and most importantly, what are the key things you should be considering from a compliance perspective?

Episode 4 – In Episode 4 of season 3 of the Securities Compliance Podcast: Compliance in Context, host Patrick D. Hayes welcomes in Miriam Lefkowitz and John Walsh to review legends and myths from cultures around the world that teach us a lesson about life (and compliance) and help shine a light on some of the nuances and best practices we can glean from those stories to improve the compliance programs inside our respective firms.

Episode 3 – In Episode 3 of Season 3 of the Securities Compliance Podcast: Compliance in Context, host Patrick D. Hayes marks another iteration of the Lessons From The Front Lines series where he welcomes digital asset and FinTech and RegTech expert Chuck Senatore to explore the origins of cryptocurrencies and digital assets, their impact on the financial markets, and how the regulatory landscape is evolving to address the unique challenges and compliance issues involved as we face the frontier of decentralized finance and crypto. 

Episode 2 – In Episode 2 of Season 3 of the Securities Compliance Podcast: Compliance in Context, host Patrick D. Hayes explores the hidden nuances and key differences in the new 2022 Report on FINRA’s Examination and Risk Monitoring Program with Susan Schroeder – former head of enforcement at FINRA and current partner at Wilmer Hale – who sits down with Patrick to review the report and its impact on compliance professionals everywhere. 

Episode 1 – In Episode 1 of Season 3 of the Securities Compliance Podcast: Compliance in Context, host Patrick D. Hayes welcomes Jeff Blumberg – Partner at Faegre Drinker and Chair-Elect of the NSCP.  The conversation spans Form PF, rule amendments for private funds under the Advisers Act, and what Jeff deems to be problem points for private funds in the future.

Season 2

Episode 14 – "Lessons From The Front Lines - Protecting Our Seniors and Vulnerable Investors," featuring Enforcement and Investigations Chief Richard Szuch of the New Jersey Bureau of Securities to discuss one of the most critical issues affecting the investment management industry – namely – how firms can address issues and challenges with senior investors and investors with diminished capacity.

Episode 13 – "Revisiting the Issue of CCO Liability" featuring Carlo di Florio, Chief Services Officer at ACA Group, and Brian Rubin, a partner and leader of the Eversheds Sutherland securities enforcement practice, to discuss the issue of CCO liability and the newly proposed NSCP Firm and CCO Liability Framework.

Episode 12 – "Cybersecurity and Teleworking Part II" featuring former NSCP Board Chair and all-around compliance expert, Craig Watanabe, to analyze some recent comments from SEC Chair Gensler around cybersecurity, and reveal some practical tips firms can use to enhance the cybersecurity measures inside their own firms.

Episode 11 – "The New DOL Fiduciary Rule Is Coming: Are You Ready?" featuring Marcia Wagner, founder of The Wagner Law Group, discussing the impact of the new DOL Fiduciary Rule on the investment management industry and the upcoming compliance and enforcement deadlines. 

Episode 10 – "Lessons From the Front Lines – Thoughts on Crypto From the SEC and FINRA," featuring Neil Maitra and Haime Workie. Whether it’s issues in AI, the cloud, custody, DEPs, crypto, gamification, and everything in between, the SEC’s FinHub and FINRA’s Office of Financial Innovation sit at the forefront of what’s happening in our industry. 

Episode 9 – "What's New at NASAA?" featuring Melanie Lubin, President of the North American Securities Administrators Association, for an insider’s look into what’s happening at NASAA including new areas of focus like continuing education, Reg BI, senior investors, and much more. 

Episode 8 – "Finding Your Career Path in Compliance," featuring Jennifer Selliers, Director of Internal Compliance for the State of Tennessee Department of Treasury and current NSCP board member, for an authentic look at how to find your own career path in compliance (and everywhere).

Episode 7 – "Fees, Expenses, Billing – Oh My!" featuring Melissa Loner, the Executive Vice President of Advisor Services at Premiere Wealth Management and current NSCP board member, to discuss best practices when it comes to fees, expenses, and firm compensation, and the types of questions you should be asking yourself when setting up a billing system.

Episode 6 – "The Five Fundamentals of Compliance," featuring Jim Downing, the current Chair-Elect of the NSCP Board of Directors and current Chief Compliance Officer for Morningstar, who shares with us his Five Fundamentals of Compliance, and provides some fantastic insight into how best to run a compliance program that has multiple business lines and a global customer base.

Episode 5 – "Lessons From the Front Lines  – the Many Shades of ESG," featuring David Curran, the Chief Sustainability and ESG Officer at Paul Weiss to discuss ESG and implementing ESG policies inside your firm’s compliance program.

Episode 4 – "What's New at the NFA?" featuring Patty Cushing, Director of Compliance at the NFA, for an insider’s look at the examination process with the NFA, new areas of focus for the SRO, ideas around remote supervision, and much more.

Episode 3 – "The Impact of Insurance on Compliance," featuring Lilian Morvay to provide our listeners with valuable insights on the impact of insurance on compliance and how varying types of insurance (D&O, E&O, Cybersecurity, Professional Liability Insurance) affect how broker-dealers and RIAs are doing business today. In addition, we discuss the 2021 Investment Adviser Section Report from the North American Securities Administrators Association highlighting 2020 activities for NASAA and its broader application to the compliance profession. 

Episode 2 – "What's New at the MSRB?" featuring Mark Kim, CEO of the Municipal Securities Rulemaking Board to discuss the exciting developments happening at the MSRB, particularly on the technology and data side of the industry. We also review recent recommendations from multiple SEC Commissioners on how to improve access to private capital.

Episode 1 – "The Practical Tilt," featuring Richard Chen, New York City Attorney and compliance expert to discuss the practical tilt of running an effective compliance program and how compliance officers can be more productive. In addition, we review a recent report from the Congressional Research Service looking at the SEC’s current guidance on ESG and help break down an incredibly challenging couple of months in this area. 

Season 1

Episode 12 – "Lessons From the Front Lines – Examinations and Enforcement," featuring Ed Wegener, the former Senior Vice President and Midwest Regional Director of FINRA to discuss some real lessons learned on the front lines of the investigation and enforcement process.

Episode 11 – "Lessons From the Front Lines – SEC Enforcement and the Impact on the Industry," featuring Rob Kaplan and Bruce Karpati. In sharing their experiences as former Co-Chiefs of the Asset Management Unit, Bruce and Rob discuss the role of SEC Enforcement and its impact on the industry. 

Episode 10 – "Thoughts on CCO Liability From Commissioner Peirce," featuring SEC Commissioner Hester M. Peirce for an in-depth conversation focusing on the controversial topic of Chief Compliance Officer (CCO) liability. In addition, we discuss the role of outsourced CCOs, the new Marketing Rule, and broker-dealer custody of digital asset securities and cryptocurrencies. She also spoke about the new presidential administration, which will bring in a new SEC Chair and Head of Enforcement, and whether she anticipates a slowdown in dialogue that’s taken place between the regulators and the industry. 

Episode 9 – "Cybersecurity and Teleworking," featuring former NSCP Chair and teleworking compliance expert Craig Watanabe to do a deep dive into how firms can best prepare their compliance programs for the increase in teleworking and the types of supervision, cybersecurity, and data privacy issues that are involved there.

Episode 8 – "Diversity, Equity & Inclusion in Your Compliance Program," featuring Michelle Canela and Hope Brown. They dive into diversity, equity, and inclusion in the financial services industry and also discuss the importance of mentors and mentorship.

Episode 7 – "What's Up With Regulation Best Interest and How the Best Firms Are Addressing the New Rule," featuring former NSCP Chair and industry stalwart Miriam Lefkowitz to do a deep dive on how firms can best prepare for the practical application of Regulation Best Interest into their compliance programs. 

Episode 6 – "Recent Trends in SEC and FINRA Enforcement," featuring SEC and FINRA enforcement guru Brian Rubin for a deep dive into recent trends from the regulators and what to look out for in the future.

Episode 5 – "Origins of the SEC's Asset Management Unit," featuring Rob Kaplan and Bruce Karpati discussing the origin story of SEC’s Asset Management Unit.

Episode 4 – “How FinTech and RegTech Impact Compliance,” featuring Chuck Senatore on the importance of FinTech and RegTech in the financial services industry and compliance programs. Chuck Senatore is the founder of the Boston RegTech Meetup and adviser to numerous FinTech, RegTech, and cryptocurrency companies.

Episode 3 – “The New DOL Fiduciary Rule,” featuring ERISA expert, David Kaleda, Principal at Groom Law Group, to discuss the latest developments with the new DOL Fiduciary Rule and its impact on the investment management industry. 

Episode 2 – “What’s New at OCIE?” featuring Natasha Greiner, the Associate Director of the IA/IC Examination Program, SEC Office of Compliance Inspections and Examinations. 

Episode 1 – “Introducing Your Personal Master Class,” provides an introduction and origin story to the podcast. 

Additional information and episodes are available at ComplianceInContextPodcast.com.

Listeners will find the podcast on Apple Podcast, Google Podcast, Spotify and Stitcher.

Presentations & Articles

Presentations

• “Regulatory and Accounting Panel,” Speaker, BDO Annual Private Equity Fund CFO Roundtable, Chicago, IL (December 8, 2021)
• “The New SEC Investment Adviser Marketing Rule – What You Need to Know,” Speaker, National Society of Compliance Professionals, National Conference, National Harbor, MD (November 8, 2021)
• “Investment Adviser/Investment Company – Regulatory Review,” Speaker, National Society of Compliance Professionals, National Conference, Cornwall Bridge, CT (October 19, 2020)
• “Broker Dealer/Investment Adviser – Conflicts of Interest,” Speaker, National Society of Compliance Professionals, Virtual Spring Conference, Cornwall Bridge, CT (April 21, 2020)
• “Regulation Best Interest - SEC Innovation or Zombie DOL Fiduciary Rule?” Speaker, National Society of Compliance Professionals, National Conference, Baltimore, MD (October 21, 2019)
• “Hot Topics in Compliance,” Speaker, National Society of Compliance Professionals, Spring Conference, Chicago, IL (April 30, 2019)

Articles

• "Let's Go Crazy – A Princely Look at How the SEC's New Marketing Rule Impacts Solicitors and State Licensing and Registration," Co-Author, National Society of Compliance Professionals Currents publication (September 2021)
• The Revenant of Fair Value Cometh for Fixed Income Markets," Co-Author, National Society of Compliance Professionals Currents publication (September 2020)
• "Navigating the Impact of COVID-19 for Registered Investment Advisers and Broker-Dealers," Co-Author, National Society of Compliance Professionals Currents publication (April 2020)