When a business becomes involved in litigation—whether a contract dispute, internal ownership conflict, or fiduciary issue—discovery becomes one of the most pivotal stages.
A particularly important, and often misunderstood component is the corporate representative deposition, where the company, rather than an individual, provides testimony. For business owners, executives, and general counsel, understanding how this works in New York State courts is key to minimizing risk and ensuring strategic positioning.
What Is a Corporate Representative Deposition?
In litigation involving a business, the opposing party can require the company to designate someone to testify on its behalf. This is not about personal fault or direct involvement—it is about presenting the company’s knowledge on specific topics relevant to the dispute.
The company selects one or more individuals to testify and must make a reasonable effort to ensure that those individuals are educated on the relevant topics. This may involve reviewing internal records and consulting current employees. However, businesses are not generally required to seek out or interview former employees or go beyond what is reasonably available internally.
Who Can Serve as the Company’s Representative?
The law allows the company itself to decide who will testify. This can be a current employee or, in some circumstances, a long-term consultant or contractor who functions similarly to an employee. The key requirement is that the person be reasonably prepared to speak about the company’s knowledge on the topics outlined in the deposition notice.
In certain circumstances, using a consultant who is deeply integrated with leadership and decision-making may also allow for protection of communications under legal privilege.
What Are the Witness’s Obligations—and Limits?
The person testifying on behalf of the company is expected to:
- Be familiar with relevant facts that are reasonably available to the business
- Answer questions truthfully and thoroughly within that scope
They are not expected to be omniscient or to provide legal conclusions or speculate beyond what the company knows. If the opposing party believes the witness is inadequately informed, they may request a second deposition, but they must demonstrate both the inadequacy and the likelihood that another person holds necessary information.
What if the Company Does Not Have the Information?
If the business, in good faith, cannot locate the requested information—especially if the knowledge belonged to a departed employee—it is generally not required to reconstruct history. However, there may be consequences. For example, the company might be limited in its ability to introduce new evidence later at trial on that same topic.
This underscores the importance of preparing thoroughly and making a clear record of what is and is not available.
Conclusion: Strategic Deposition Preparation is Essential
Corporate representative depositions are not just procedural—they are strategic. They shape the record and can significantly impact the course of litigation. For business owners and executives, it is important to have a legal team that:
- Understands the scope and limits of corporate testimony
- Protects confidential communications and litigation strategy
- Ensures that the company’s representative is fully and properly prepared
Our firm represents businesses, executives, and professionals in high-stakes disputes involving contracts, ownership interests, employment agreements, and fiduciary claims. If your business is navigating litigation, we can help you approach corporate testimony with confidence—and avoid costly missteps.
With offices in Albany, Buffalo, Rochester, New York City, we can help you across New York State.
To learn more about these topics, check out our Legalities & Realities® Podcast and other related blog posts:
- Blog post:
- Legalities & Realities® Podcast:
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This blog post is for informational purposes only and does not constitute legal advice. For specific legal counsel, please contact our office directly.