The Lead Plaintiff’s Guide to 30(b)(6) Depositions

Shareholder Advocate Spring 2023

April 25, 2023

By Molly J. Bowen
Securities Litigation 101

Initially, participating in a deposition can seem daunting and fraught with peril. But with the proper preparation and support of counsel, the person being deposed, known as the deponent, can overcome these worries and fulfill this important lead plaintiff duty. This article seeks to demystify the process and provide practical guidance for pension funds and other lead plaintiff entities to follow as they prepare for their first deposition.


Depositions are one of the key tools the parties use to obtain evidence. A deposition is essentially a formal interview conducted under oath and transcribed by a court reporter. The attorney taking the deposition will ask the deponent a series of questions designed to learn new information, gain admissions on key issues, and expose credibility issues. Depositions of corporations, government agencies, and other entities including pension plans are referred to as 30(b)(6) depositions, after the Federal Rule of Civil Procedure that governs the process.

In a securities fraud class action, the defendant may request the lead plaintiff’s deposition. The deposition offers defendants an opportunity to test fitness to serve as the lead plaintiff and represent the class. The defendant will send the lead plaintiff a notice identifying the topics the defendant intends to cover at the deposition. The topics typically fall into two categories: (1) lead plaintiff’s investments and (2) lead plaintiff’s oversight of the litigation. In particular, defendants will explore how the lead plaintiff makes investment decisions, oversight of outside asset managers, any contemporaneous knowledge of the alleged fraud, knowledge of the allegations, diligence in monitoring the litigation, and oversight of outside counsel.

Frequently, defendants’ 30(b)(6) notice will seek testimony that is improper, such as a topic that is irrelevant to the litigation, would be excessively burdensome to testify about, or would reveal attorney-client privileged communications. In those situations, your counsel can lodge objections to the notice, negotiate with defendants, and involve the court if necessary to ensure the potential deposition topics are appropriate.

In responding to the deposition notice, the lead plaintiff will have to designate an individual or individuals to testify on its behalf. Sometimes, a lead plaintiff will designate one person to discuss the fund’s investments in the defendant company and a different person to testify on oversight of the litigation. Importantly, the deponent does not need to have personal knowledge or have been personally involved in the underlying events; the entity can educate an individual on the noticed topics so she can competently testify on its behalf.

Preparation In the weeks preceding the deposition, the lead plaintiff and its designated deponents will need to prepare for the deposition. Counsel will guide the preparation which typically includes reviewing a small collection of documents, such as:

  • The deposition notice and specific topics of testimony;
  • Key case documents, such as the complaint, motion to dismiss decision, class certification opening brief, and any lead plaintiff declaration;
  • Documents that the lead plaintiff produced to defendants;
  • Documents that the lead plaintiff’s asset manager produced to defendants; and
  • Public documents relevant to the litigation, including investment policies, board minutes, or other documentation of the decision to initiate litigation and any news articles or social media statements about the litigation.

It may also be useful for the lead plaintiff designee to review any noteworthy prior court decisions involving the entity, especially any negative rulings regarding the lead plaintiff’s ability to serve as a representative of the class. In addition, if the deponent was not directly involved in the activities likely to be the subject of questions (such as the selection and oversight of outside counsel), they may wish to speak to individuals who were involved in that process or are knowledgeable about it. Finally, the preparation should address anything specific to the case or the lead plaintiff. The lead plaintiff may also wish to coordinate with counsel to practice answering likely questions so they have a sense of the rhythm and a chance to work out some initial nerves. Counsel can also explain why defendants will ask certain questions so you have context to understand defendant’s goals.

The Deposition

At the deposition, the court reporter will swear in the lead plaintiff’s designated deponent and the opposing attorney will ask a series of questions. The lead plaintiff’s attorney can object if they believe a question was improper, but with a few exceptions, the lead plaintiff is required to answer the questions notwithstanding the objection.

To successfully handle the deposition, the keys are to listen carefully to the question that is asked, ask for clarification if you do not understand, leave time for counsel to object, and then answer honestly. While it is useful to bear in mind a question’s likely purpose to avoid stepping into traps, it is not the deponent’s job to try to outwit opposing counsel. Focus on answering the questions and allow your counsel to handle the strategy.

At the end of the defense attorney’s questioning, your counsel can ask you questions. In many depositions, this is unnecessary. But if some testimony was unclear or could be misinterpreted, your counsel may ask you about it to ensure that the record is clear and accurate.

After the deposition, the court reporter will send you the transcript to review. If you believe any testimony has been transcribed incorrectly, you can note the errors to be included with the deposition transcript.


It is critically important to the class that the lead plaintiff participate in the 30(b)(6) deposition and take it seriously, as it is one of a lead plaintiff’s most important responsibilities. Although a deposition may initially seem intimidating or excessively time-consuming, with the appropriate guidance and support from counsel, it can be very manageable.