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.

Combining his extensive knowledge of securities regulations with his experience in the corporate, crypto, and digital asset fields, Patrick advises his clients across a broad array of evolving topics including non-fungible tokens (NFTs), personal branding and IP, estate planning, and other related legal matters.

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 on the board of directors for the National Society of Compliance Professionals and 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, most recently ranked in both the Chambers Global Legal 2023 Guide and the Chambers USA 2023 Guide in Investment Funds: Regulatory & Compliance, Band 3 in the USA: Nationwide jurisdiction. Chambers researchers stated, "Patrick Hayes of Calfee, Halter & Griswold has broad experience with financial advisers seeking advice on SEC approval." Clients provided the following feedback to Chambers Global, "Patrick's advice is invaluable for our efforts to continuously improve. He is a very thoughtful and knowledgeable attorney. Patrick is an invaluable resource to us. He has a strong attention to detail and goes above and beyond in order to help."

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)
• Chambers USA Legal Guide, Investment Funds: Regulatory & Compliance, Band 3, USA: Nationwide (2022-2023)
• The Best Lawyers in America^®, Securities / Capital Markets Law (2022-2023)
• 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

Professional & Community

• National Society of Compliance Professionals, Board of Directors, 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 4

Episode 4 - On 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 Episode 3 of Season 4 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 premier 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 kickoff the next iteration of our Lessons From The Front Lines series. An SEC alum herself, Ranah shares some invaluable insights in 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 finale 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 - On 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 - On Episode 12 of Season 3, host Patrick D. Hayes does a deep dive on 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 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 - On 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 - On 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 - On 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 in 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 - On 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 - On 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 months in this area. 

Season 1

Episode 12, "Lessons From the Front Lines – Examinations and Enforcement," featuring Ed Wegener, the former Senior VP 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 on 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. 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)