June Edition 2023

43 February 08, 2023 In October 2022, the U.S. Securities and Exchange Commission (the “SEC”) adopted rules implementing “clawback” provisions pursuant to the DoddFrank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The rules directed national securities exchanges to establish listing standards that will require issuers to implement written clawback policies that satisfy related disclosure obligations. In January 2023, the SEC staff issued new Compliance and Disclosure Interpretations providing further guidance about the rules. This memo answers many clawback related questions that public companies, including foreign private issuers (“FPIs”), are facing. Guy Ben-Ami / Partner D 212-238-8658 benami@clm.com Steven J. Glusband / Partner D 212-238-8605 glusband@clm.com FAQ Re: Incentive Based Compensation – Understanding the New Clawback Rules