The recent wave of corporate scandals in Enron, Tyco, and Worldcom attracted a lion's share of attention from regulators, institutions, and investors. The U.S. Sarbanes-Oxley Act of 2002 ('SOX') was passed as a key response to protect investors by improving the reliability of corporate disclosures in the U.S. SOX disclosure rules focus on three key areas: auditor performance, executive pay, and other corporate disclosures. This paper explores whether these SOX rules help fill the potential gaps, if any, in New Zealand corporate practices. My analysis focuses on New Zealand 'listed' companies because SOX disclosure rules are collectively a unique antidote to the agency problem arising from the separation of ownership and control in listed companies. In addition, unlisted businesses normally pursue goals other than shareholder value maximization and thus differ from listed companies. In that light, I focus on whether SOX disclosure rules may benefit companies that list their securities in New Zealand. This paper begins with a brief discussion on the main SOX disclosure rules and penalty enhancements. Moreover, this section discusses the positive and normative arguments for and against these SOX disclosure rules. The next section discusses the recent literature on audit, executive pay, and disclosure practices in New Zealand. This section draws lessons from New Zealand empirical studies, statutes, case law, and listing rules to detect the potential gaps in New Zealand corporate practices. This assessment shows that U.S. and New Zealand publicly listed companies face two separate agency problems: the former face a tilt of corporate power towards executives who may abuse their control rights at the detriment of shareholders whilst the latter face principal shareholders' extraction of private surplus from related-party transactions. In addition, this assessment suggests that the insignificant sensitivity of executive pay to changes in company value is the key agency gap in New Zealand's corporate sector. The remaining agency problems do not appear to be as acute in New Zealand publicly listed companies as in their U.S. counterparts. This analytical result reflects that New Zealand's current legal rules properly capture the potential agency anomaly as aforementioned. This analysis rests on the libertarian paternalist's view: it is desirable to encourage listed companies to make SOX-style disclosures whilst preserving freedom of choice for both companies and investors. Finally, the paper concludes that a flexible 'disclose or explain' approach helps promote a better utility outcome than a full set of SOX disclosure rules. This proposed approach does not seek to mandate SOX disclosure rules. Rather, this approach permits both companies and investors to 'self-select' where they prefer to be on the risk-return frontier. The resultant regulatory regime is likely to capture the benefits of some SOX rules without fundamentally altering sound New Zealand corporate practices. This study provides an answer to the wider debate over the convergence of legal rules that govern corporate practices: these rules are likely to be 'path-dependent' over time. This conclusion follows from the 'factual and legal' differences between two otherwise comparable securities markets.