Vi R. Smalley – Conning Holdings Limited

Conning Holdings Limited is a group of globally recognized investment management firms (“Conning”) with a history in the U.S. dating back to 1912. Serving institutional investors, including insurers and pension plans, Conning provides innovative investment solutions, risk modeling software, and industry research. The firm has a robust international presence, with investment centers in Asia, Europe, and North America, positioning itself as a leader in the financial sector. Over the years, Conning has navigated numerous joint ventures, mergers, and acquisitions. Vi R. Smalley, the Conning Group’s general counsel and managing director, is at the forefront of the Conning Group’s legal strategy throughout these transitions.

Vi Smalley | Conning Holdings Limited | General Counsel

“I have been in the financial services legal field for decades, but every week, there seems to be another new challenge to tackle, whether in the asset management industry or with changing laws in regulatory landscapes or employment laws and other areas across multiple jurisdictions,” Smalley says. “However, it is the ability to influence the direction of how Conning tackles these new challenges as well as the variety that drives my passion to go to work every day.”

Smalley has been integral to Conning’s success for nearly two decades, leading its legal department through significant M&A activities and acquisitions. She joined the firm in 2006 following Conning’s acquisition of Citi’s insurance asset management division, where she played a key role in selecting Conning to manage Citi’s $11 billion in assets during the transition.

”Navigating acquisitions is complex and challenging. There are regulatory hurdles, cultural challenges, the due diligence process and the impact on employees, just to name a few,” Smalley says. “The key for successful integration is to maintain open and clear communication.”

Leading legal strategy

In addition to various legal work that all GCs are responsible for, from client and supplier agreements to employee matters to corporate governance and group-wide policies, one of Smalley’s significant responsibilities for the Conning Group has been managing the legal aspects of its mergers and acquisitions. Most recently, she led the due diligence and legal negotiations for Conning’s acquisition by Generali, a multi-billion-dollar global insurance company headquartered in Italy. This involved handling hundreds of due diligence questions, working with external counsel, and negotiating terms alongside Conning’s CEO and COO. Her deep understanding of legal and business matters has made her a key player in the Conning Group’s leadership, especially as the Conning Group integrates with Generali’s global governance structure.

Before the Generali acquisition, Smalley navigated Conning through several ownership transitions. Conning was previously owned by Swiss Re, then sold to a private equity fund and later to a Taiwanese insurance company (part of a listed public group). Throughout these M&A changes, Smalley ensures Conning Group’s legal compliance with multiple jurisdictions, advises on wide-spread corporate structure matters and oversees the legal expansion of the Conning Group business lines internationally.

In addition to her M&A work and working closely with the Conning Group CEO, to whom she reports, Smalley has overseen the global governance model for the Conning Group throughout these transitions. Her leadership in establishing governance policies reflects one of her strategic approaches.

Smalley leads a small but experienced global legal team and also relies on an outsourcing model with trusted key law firm partners. Despite increasing workload demands, she has maintained a low employee turnover rate, which she attributes to the variety of work provided to her team and the alignment of their interests.

“While budget constraints have limited internal team growth, we have strategically outsourced work to ensure the department continues to operate at a high level,” Smalley explains.

Navigating increasing global legal demands

Smalley acknowledges that the breadth and complexity of legal tasks have significantly increased over the years as the Conning Group expands its business. The constant pressure to stay on top of new laws and regulations across different countries is one of her team’s most significant legal challenges. Her team’s expertise, dedication, and ability to juggle multiple internal and external clients, time zones, and deadlines have kept the Conning Group’s legal department running smoothly. Smalley emphasizes the importance of maintaining strong relationships with her colleagues and clients, ensuring that they feel supported in Conning’s fast-paced environment.

Leadership is a core element of Smalley’s success at Conning. As the first female general counsel in the company’s 100-year history and the first woman to serve on its operating committee and be present in the Board room (as the CoSec), Smalley has consistently broken barriers in a traditionally male-dominated industry. She has always focused on being one of the most knowledgeable and prepared persons at the table with sound judgment. Smalley often provides career advice to younger professionals, especially women.

“To be successful, you must be competent, prepared, trustworthy and willing to take on any challenge,” Smalley says.

Global experience and local impact

Smalley’s interest in law began as a child, watching shows like Perry Mason and Paper Chase. She loved the intellectualism and problem-solving aspects of lawyering, which deepened in college after taking a philosophy class that introduced her to the Socratic Method. This sparked her decision to pursue law, leading her to graduate cum laude from Smith College and the University of Connecticut School of Law.

After law school, Smalley started her career teaching legal courses to adults, winning several Teacher of the Year awards. She also joined a small general practice law firm in West Hartford, CT, handling everything from commercial real estate closings to employment litigation. A headhunter soon recruited her to Hebb & Gitlin, where she began working on international finance and insolvency law. This experience took her career global, as she advised clients in London, Paris, and Ireland.

When Hebb & Gitlin merged with Bingham Dana, Smalley seized the opportunity to dive into a more varied practice in Financial Services.  After six years, she transitioned in-house to Citigroup Insurance Investments, where she honed her skills in managing complex financial transactions and then entered M&A transactions.

Outside of work, Smalley is dedicated to community service. She is an avid traveler who has visited over 60 countries. She also enjoys tennis, golf, and gardening. She lives with her rescue dog and eagerly awaits the arrival of her niece’s daughter.