Authors: Sue O’Brien[1] and Andrew Bean[2]

Opposing improper topics in a corporate representative deposition notice is crucial and the process for doing so is unique. Protecting your client from vague, overbroad, and burdensome topics is crucial because extensive preparation is required on each topic, and the designated representative’s testimony can bind the organization as a whole. The process for opposing improper topics is unique because, contrary to common practice and understanding, merely serving written objections to the topics is typically insufficient. Instead, the way to preserve such objections is to file a motion for a protective order.

Under Rule 30(b)(6) of the Federal Rules of Civil Procedure, a party may depose an organization by serving a notice or subpoena that “describes with reasonable particularity the matters for examination.” This procedure gives the requesting party the opportunity to ask the organization itself deposition questions about “information known or reasonably available to the organization.”  Id. The requirement that “[t]he persons designated must testify about information known or reasonably available to the organization” has the potential to be immensely burdensome to the organization when the noticed topics are broad and left unchecked. This is particularly true for large, complex organizations.

Absent an appropriate opposition to the noticed topics, the organization must designate one or more people who are knowledgeable (or who must become knowledgeable) about the topics for examination and who will testify on the organization’s behalf. Id. The designee must be prepared to testify about matters known to the designated organization, even if that is beyond their personal knowledge. Statements made by the organization’s representative at the deposition are generally considered evidentiary admissions of the organization.[3] Another risk is that failure to properly prepare a corporate representative witness on the noticed topics could result in discovery sanctions against the organization.[4] It is thus imperative for the recipient organization’s counsel to properly oppose any inappropriate topics to protect the organization’s rights.

What is the appropriate mechanism to oppose inappropriate corporate representative deposition topics? A common misconception among attorneys is that an organization can simply object to the topics contained in a 30(b)(6) notice in the same way it can object to interrogatories or requests for document production,[5] and stand on those objections unless and until the noticing party moves to compel. Oppositions to a 30(b)(6) notice, however, are treated differently. With limited exceptions,[6] the only way to effectuate an opposition to a noticed topic—and thus protect against having to prepare a corporate representative for a topic—is to move for a protective order under Rule 26(c) of the Federal Rules of Civil Procedure.[7]

Common bases on which to move for a protective order related to 30(b)(6) topics are that the noticed topics are over broad, excessive, unduly burdensome, irrelevant, harassing, vague, ambiguous, or not “reasonably particular.”[8]  “Reasonable particularity” is an important requirement of 30(b)(6) to enforce because an ill-defined or over broad topic may “subject the noticed party to [the] impossible task” of preparing the deponent on unknown topics.[9]

Before resorting to seeking court intervention in the form of a protective order, however, in practice, parties generally first exchange formal or informal written objections which can be similar to the standard written objections created in response to an interrogatory or request for production. Although these objections are insufficient to protect the recipient organization from being obligated to prepare a witness on each topic as noticed, they clarify the disagreements between the parties and provide a foundation for subsequent negotiations regarding the scope of the topics. Often the parties settle their disagreements about the scope of the deposition topics through a series of negotiations, including meet-and-confer calls and written exchanges. If that process is successful in limiting the scope and breadth of the noticed topics to the point where the deponent organization is satisfied, counsel for the organization should request that the noticing party re-issue an amended 30(b)(6) deposition notice that reflects the appropriate revised topics.  If the negotiation process is unsuccessful, the only way for the organization to oppose a topic is to file a motion for a protective order under Rule 26(c).

Quick Practice Tips When Your Client Receives a 30(b)(6) Notice

  • Soon after receiving a 30(b)(6) deposition notice for your client organization, determine the burden of each topic and subtopic by conferring with your client to identify a person to designate for each topic; the steps necessary to educate the person on each topic (e.g., documents to review, conversations with other knowledgeable employees, etc.); and the burden each topic imposes on the organization.
  • Identify objectionable topics, including topics that are irrelevant, burdensome to prepare a witness, or containing vague words and phrases.
  • Be wary of topics with open ended language (e.g., “including but not limited to”), topics that require “all” of a subject, and catch-all topics. These topics are usually too broad and unparticular, and could require the deponent to be prepared on an unknown number of additional topics not specifically included in the notice.
  • Where appropriate, serve a 30(b)(6) notice on the opposing party. Negotiations can be more effective when both sides have an incentive to be reasonable about the scope of the topics.
  • Meet and confer with opposing counsel about the topics and negotiate a resolution, if possible. This should be done promptly after receiving the 30(b)(6) notice because, if negotiations do not resolve your objections, you will need to file a motion for protective order and receive a ruling from the court before the deposition occurs.
  • Filing a motion for a protective order typically does not automatically stay the deposition.[10] Only obtaining the protective order or an order to stay will relieve the deponent of their duty to appear at the deposition prepared to testify on the noticed topics. Thus, when filing a motion for a protective order, counsel for the deponent organization should either (1) ensure there is sufficient time for the court to rule before the deposition date; (2) negotiate a stay with opposing counsel; or (3) file a motion to stay the deposition. Some districts have explicit procedures to immediately hear such discovery disputes during business hours.[11]
  • It is best practice to request that opposing counsel re-issue a revised deposition notice with the final negotiated topics so that all parties are in agreement as to the scope of the topics for which a corporate representative will be prepared. If a revised deposition notice is not practical, a written agreement via email will do in a pinch.
  • At the deposition, always object to questions that are out of the scope of the topics in the deposition notice. Typically, the deponent will still need to answer these questions in their personal capacity, but their answers may not be binding on the organization if the court later sustains the objection.

 

About the Authors

Sue O'Brien

Sue O’Brien, Senior Counsel

Sue’s tenacity and creative problem-solving skills have led to favorable outcomes for clients in complex high-stakes intellectual property and commercial litigation matters. Follow her on LinkedIn here.

Andrew Bean

Andrew Bean, Partner

Andrew applies the lessons he has learned from litigating some of the nation’s most complex cases to craft creative and effective legal solutions for his clients’ most pressing legal needs. Follow him on LinkedIn here.

[1] Senior Counsel in Hilgers’ Chicago Office, Patent and Intellectual Property Litigation and Counseling

[2] Partner in Hilgers’ Dallas Office, Complex Commercial Litigation

[3] Vehicle Mkt. Research, Inc. v. Mitchell Int’l, Inc., 839 F.3d 1251, 1260 (10th Cir. 2016) (“[T]he majority of courts to reach the issue . . . treat the testimony of a Rule 30(b)(6) representative as merely an evidentiary admission” (internal citations omitted)).

[4] Fuentes v. Classica Cruise Operator Ltd., 32 F.4th 1311, 1322 (11th Cir. 2022) (“If the designee is not able to answer questions regarding the subject matter he was designated to testify about, the corporation has failed to satisfy its obligation to prepare the designee and may be subject to sanctions.”)

[5] I.e., via a written document objecting to the topics on the basis of overbreadth, vagueness, ambiguity, burden, etc.

[6] Some Florida district judges have held that court intervention is improper until after the 30(b)(6) deposition. See New World Network, Ltd. v. M/V Norwegian Sea, No. 05-22916-CIV-JORDAN/TORRES, 2007 U.S. Dist. LEXIS 25731, at *12 (S.D. Fla. Apr. 6, 2007). These judges favor serving objections on the scope of the deposition notice prior in advance of the deposition. See Discovery Objections and Procedures for Magistrate Judge Lauren F. Louis at §(I)(F), https://www.flsd.uscourts.gov/sites/flsd/files/DiscoveryProceduresLFL.pdf (last visited July 10, 2025) (“Objections to the scope of a deposition notice shall be raised by timely serving those objections upon the opposing party in advance of the deposition, not by filing a motion for protective order seeking anticipatory review before the deposition.”). However, there is no inter- or intra- district consistency regarding this view. See Roberto v. Addison Place Apartments Prop. Owner LLC, No. 0:23-CV-61579, 2024 U.S. Dist. LEXIS 187672, at *5 (S.D. Fla. May 31, 2024).

[7] See Acorin v. Trans Union, LLC, No. 24CV38-AJB(BLM), 2025 U.S. Dist. LEXIS 43126, at *11 (S.D. Cal. Feb. 27, 2025) (finding that serving objections to 30(b)(6) discovery topics “were procedurally improper”); Westheimer Regency I, L.P. v. Great Lakes Reinsurance (UK) Se, No. 5:18-CV-14-OLG, 2018 U.S. Dist. LEXIS 228908, at *3 (W.D. Tex. Aug. 19, 2018) (“[I]f the corporation objects [to the 30(b)(6) notice] . . . it bears the burden of demonstrating to the court that the notice is objectionable or insufficient” through a “motion for a protective order.”); Beach Mart, Inc. v. L & L Wings, Inc., 302 F.R.D. 396, 406 (E.D.N.C. 2014) (“The proper procedure to object to a Rule 30(b)(6) deposition notice is not to serve objections on the opposing party, but to move for a protective order.”); New England Carpenters Health Benefits Fund v. First Databank, Inc., 242 F.R.D. 164, 165-166 (D. Mass. 2007) (“[A]bsent agreement, a party who . . . does not wish to comply with a notice of deposition must seek a protective order.”).

[8] See Woods v. Standard Fire Ins. Co., 589 F. Supp. 3d 675, 684 (E.D. Ky. 2022); Alvarado-Herrera v. Acuity, 344 F.R.D. 103, 107–110 (D. Nev. 2023); Reed v. Nellcor Puritan Bennett & Mallinckrodt, 193 F.R.D. 689, 692 (D. Kan. 2000); Tri-State Hosp. Supply Corp. v. United States, 226 F.R.D. 118, 125 (D.D.C. 2005).

[9] McBride v. Medicalodges, Inc., 250 F.R.D. 581, 584 (D. Kan. 2008) (“To avoid liability, the noticed party must designate persons knowledgeable in the areas of inquiry listed in the notice. If the defendant cannot identify the outer limits of the areas of inquiry noticed, compliant designation is not feasible.”).

[10] Nationstar Mortg., LLC v. Flamingo Trails No. 7 Landscape Maint. Ass’n, 316 F.R.D. 327, 336 (D. Nev. 2016) (finding that filing a motion for a protective order is “a necessary, but not sufficient, condition to be excused for failing to attend a deposition”); Caraway v. Chesapeake Expl. LLC, 269 F.R.D. 627, 628 (E.D. Tex. 2010) (“Such tactics [as filing a motion for protection after hours the night before the deposition], dredged up from the cesspool of ‘Rambo’ litigation, cannot be countenanced.”); Docket Prodox, LLC v. Prof’l Document Servs., 341 F.R.D. 679, 683 (D. Nev. 2022) (finding that motion for protective order filed at 5:22 p.m. the day before the deposition denied as untimely).

[11] See Caraway, 269 F.R.D. 627 at 628.