P. DIANA CHIU

***** ** ****** ***., *** Gatos, CA 95030 408-***-**** acrv44@r.postjobfree.com

EDUCATION

University of Virginia School of Law, Charlottesville, VA

J.D., 2002

Activities: Virginia Journal of Law and Technology, Managing Editor 2001-2002, Editorial

Board 2000-2001; Asian Pacific American Law Students Association, Co-President 2000-2002;

Phi Alpha Delta Law Fraternity International, Thomas Jefferson Chapter, Co-President 2001-

2002

University of Southern California, Los Angeles, CA

Masters in Health Administration, 1999

Honors: Certificate of Merit 1999; Deans Merit Scholarship 1997-1999

University of California at Berkeley, Berkeley, CA

B.A., Molecular and Cell Biology, Emphasis Biochemistry, 1996

Honors: National Science Scholar 1994

EXPERIENCE

Agilent Technologies, Inc., Santa Clara, CA 2013 Present

Senior Counsel

Public Company Reporting & Corporate Governance: Advise on reporting and compliance with

the 34 Act, Sarbanes-Oxley Act, Dodd-Frank Act, Foreign Corrupt Practices Act, NYSE rules

and public company corporate governance guidelines; draft and advise 34 Act filings,

shareholder meeting and corporate governance documentation, including proxy statements,

section 16 reporting requirements, confidential treatment requests and board committee charters;

provide counsel on employee equity plan offerings; collaborate with stock plan administration on

equity compensation policy as well as global equity compensation filing requirements;

collaborate with investor relations on shareholder communications; advise on executive

compensation and employee benefits; provide advice and support to board of directors and board

committees.

Mergers, Acquisitions & Private Equity : Provide advice regarding fiduciary duties, exchange and

tender offer rules and M&A transactions; provide advice on private equity investments; draft and

negotiate terms of asset purchase, merger and registration rights agreements and stockholder

rights plans; manage and conduct due diligence review process; draft and negotiate terms of

preferred stock purchase agreements, investor rights agreements, promissory notes and related

documentation; supervise outside counsel on transactions.

Corporate: Provide counsel on entity formation and state corporate law compliance; assist in

subsidiary compliance and maintenance; draft and advise on terms of organizational documents,

board committee charters and corporate policies and guidelines; advise board of directors on

matters such as fiduciary duties, securities law and corporate governance issues; maintain

corporate records such as board and committee meeting minutes.

Public Company Finance: Advise on equity and debt offerings, including credit agreements;

provide advice and make recommendations regarding compliance with the Securities (33) Act,

Exchange (34) Act, and NYSE rules and state blue sky laws; draft and negotiate terms of

registration statements, security purchase, registration rights and underwriting agreements;

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prepare registration statements; identify and resolve intellectual property, tax, employee

compensation and litigation issues in transactions.

Commercial: Review and revise non-disclosure agreements; support the corporate development

and treasury departments on various matters, including reviewing and revising agreements.

Pillsbury Winthrop Shaw Pittman LLP, Palo Alto, CA 2003 2005, 2007 - 2013

Senior Associate, Corporate and Securities (March 2012 February 2013)

Associate, Corporate and Securities (September 2007 March 2012, January 2003 April 2005)

Summer Associate (May 2001 August 2001)

Public Company Reporting & Corporate Governance : Advise clients regarding reporting and

compliance with the 34 Act, Sarbanes-Oxley Act, Dodd-Frank Act, Foreign Corrupt Practices

Act, NYSE and NASDAQ rules and public company corporate governance guidelines; draft and

advise regarding 34 Act filings, shareholder meeting and corporate governance documentation,

including proxy statements, section 16 reporting requirements, confidential treatment requests

and board committee charters; advise clients regarding executive compensation, employee

benefits and labor and employment law; provide advice and support to board of directors and

board committees.

Public Company Finance: Counsel companies and investment banks in connection with initial,

followon and resale public offerings, employee equity plan offerings and equity and debt

offerings; advise and make recommendations regarding compliance with the Securities (33) Act,

Exchange (34) Act, NYSE and NASDAQ stock exchange rules and state blue sky laws; draft and

negotiate terms of registration statements, security purchase, registration rights and underwriting

agreements; prepare registration statements; identify and resolve intellectual property, tax,

employee compensation and litigation issues in transactions; manage and conduct drafting

sessions.

Mergers & Acquisitions: Advise companies regarding fiduciary duties, exchange and tender

offers and M&A transactions; draft and negotiate terms of asset purchase, merger and registration

rights agreements and stockholder rights plans; manage and conduct due diligence review

process.

Corporate: Counsel public and private companies regarding entity formation and state corporate

law compliance; assist in subsidiary compliance and maintenance; draft and advise clients on

terms of organizational documents, board committee charters and corporate policies and

guidelines; advise public and private company boards on matters such as fiduciary duties,

securities law and corporate governance issues; maintain corporate records such as board and

committee meeting minutes.

Private Company Finance: Counsel private companies and venture capital firms regarding

private placements; draft and advise clients on terms of financing documents including stock

purchase, investor rights, co-sale, voting and indemnification agreements.

Secondment: Seconded to client Sumitomo Chemical Co., Ltd. in Tokyo, Japan from December

2008 to December 2011; draft and negotiate complex commercial transactions; create and advise

joint ventures with leading technology companies; supervise outside counsel on various legal

matters.

Marvell Semiconductor, Inc., Santa Clara, CA 2005 - 2007

Corporate Counsel (February 2006 July 2007)

Associate Corporate Counsel (May 2005 February 2006)

Public Company Reporting & Corporate Governance: Advise on reporting and compliance with

the 34 Act, Sarbanes-Oxley Act, NASDAQ rules and public company corporate governance

guidelines; draft and advise regarding 34 Act filings, shareholder meeting and corporate

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governance documentation, including proxy statements, section 16 reporting requirements,

confidential treatment requests and board committee charters; collaborate with stock plan

administration on equity compensation policy; collaborate with investor relations on shareholder

communications; advise clients regarding executive compensation, employee benefits and labor

and employment law; provide advice and support to board of directors and board committees.

Mergers & Acquisitions: Provide advice regarding fiduciary duties, exchange and tender offers

and M&A transactions; draft and negotiate terms of asset purchase, merger, transition services

agreements and other related documentation; manage and conduct due diligence review process.

Corporate: Provide counsel on entity formation and state corporate law compliance; assist in

subsidiary compliance and maintenance; draft and advise clients on terms of organizational

documents, board committee charters and corporate policies and guidelines; provide advice on

matters such as fiduciary duties, securities law and corporate governance issues; maintain

corporate records such as board and committee meeting minutes.

Commercial and Licensing: Manage non-disclosure agreement program, including annual

review of form agreements; collaborate with business units on commercial and legal strategies;

advise on complex commercial contracting and licensing agreements such as sales representative,

distributor, marketing, joint venture, research and development, confidentiality and collaboration

agreements; supervise outside counsel on various legal matters.

BAR ADMISSIONS AND LANGUAGES

Admitted to the State Bar of California

Conversational Cantonese, Mandarin and Japanese

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