Corporations and other organizations can be deposed under Federal Rule of Civil Procedure 30(b)(6) and state law counterparts. These depositions are unique because the deponent speaks for the corporation, and the testimony binds the entity – not the individual – often with consequences that are difficult to unwind later. So, the stakes are high. And a challenge is that the scope of the deposition is not limited to matters about which the deponent has personal knowledge. Instead, the designated witness must be prepared to testify “about information known or reasonably available to the organization.” That information may come from multiple sources, including documents and employees.

Since gathering, learning, explaining, and answering questions about information on behalf of an entire corporation is a daunting task, these depositions require intensive preparation and carry significant risk if handled poorly. Preparation must start well before the deposition is to take place, and it should start the moment the deposition notice is received.

Rule 30(b)(6) provides:

• In its notice or subpoena, a party may name as the deponent a public or private corporation . . . or other entity and must describe with reasonable particularity the matters for examination.
• The named organization must designate one or more officers, directors, or managing agents, or designate other persons who consent to testify on its behalf; and it may set out the matters on which each person designated will testify.
• Before or promptly after the notice or subpoena is served, the serving party and the organization must confer in good faith about the matters for examination.
• The persons designated must testify about information known or reasonably available to the organization.

To properly prepare for such a deposition, the organization and its counsel should, at a minimum, take the following five steps:

1. Review the topics (the “matters for examination”) in the deposition notice and send a letter to opposing counsel objecting to those that are irrelevant, overbroad, or otherwise improper. Meet and confer with opposing counsel to resolve disputes about those topics. And if agreement cannot be reached, file a motion to limit or strike objectionable topics.
2. Interview, select, and designate the person(s) to testify. If more than one person will testify, identify the matters to be addressed by each designated witness. (Note that if a 30(b)(6) witness is asked questions about matters beyond which he was designated to testify but about which he has knowledge, his answers do not bind the company.)
3. Confer with opposing counsel to discuss whether the deposition(s) will be conducted in person or online and to schedule it at a mutually agreeable time and place.
4. Meet with each designated witness to review the organization’s discovery responses (answers to interrogatories and responses to document demands) and the deposition notice to ensure that all responsive and relevant documents have been produced in discovery. If they have not, gather and produce them now.
5. Only then will you be ready to meet with each witness to prepare for the deposition(s) because that can only be done after the deposition topics have been finalized and after all relevant documents have been gathered and produced. Since thorough preparation will probably require more than one meeting, be sure to start this five-step process early.

To say that these depositions are important is an understatement. The key is thorough preparation that promptly starts when the deposition notice is received.