OPINION & ORDER On November 30, 2020, this matter was transferred to this Court because it relates to discovery in Partner Reinsurance Co. v. RPM Mortgage, Inc. (“PartnerRe”), No. 18 Civ. 5831 (PAE) (S.D.N.Y.). See Dkts. 4 (“Transfer Order”), 5. That case arises from a dispute over a failed merger agreement between defendant buyers RPM Mortgage, Inc. (“RPM”) and LendUS, LLC (“LendUS,” and together with RPM, “RPM”) and Entitle Direct Group, Inc. (“Entitle”), an Ohio-based title-insurance company. There, Entitle’s stockholder representative, Partner Reinsurance Co. Ltd. (“PartnerRe”), alleges that RPM breached their merger agreement by failing to consummate the deal. RPM denies those allegations and has asserted counterclaims blaming Entitle and PartnerRe for the transaction’s failure. One condition for closing that merger was obtaining regulatory approval of the transaction from plaintiff the Ohio Department of Insurance (“ODI”). Over the course of the PartnerRe parties’ negotiation and execution of the merger agreement, they worked together to assemble the financial information required and to submit the application for approval (the “Form A” application) to the ODI in March 2017. However, RPM and LendUS later came to believe that Entitle had failed to provide material information about its financial condition to the ODI, and sought Entitle’s consent to supplement the Form A with additional information. They contend that PartnerRe refused, and that PartnerRe or Entitle may have engaged in ex parte communications with the ODI that they argue the merger agreement forbade. On June 2, 2017, the ODI approved the application. Before the Court now is the ODI’s motion to quash a subpoena issued to it by RPM in connection with discovery in PartnerRe. That subpoena seeks a deposition of a representative of the ODI under Federal Rule of Civil Procedure 30(b)(6) and the production of documents related to the ODI’s consideration of the Entitle-RPM merger. Dkt. 1-1 (“Subpoena”). ODI has, to date, produced more than 2,000 pages of documents in response. Dkt. 1 (“ODI Mem.”) at 4. It argues that such production exhausts the materials in its possession that are not subject to Ohio statutory privileges. Id. at 5. It further contends that the deposition RPM seeks would be unduly burdensome, and potentially explore privileged materials or communications. Id. at 9. RPM disagrees, arguing that the cited privileges are inapplicable to the materials requested and that the deposition sought will impose no undue burden on the ODI. Dkt. 2 (“RPM Mem.”). For the reasons that follow, the Court denies the ODI’s motion to quash and orders the subpoena enforced. I. Applicable Legal Standards In general, “[p]arties may obtain discovery regarding any nonprivileged matter that is relevant to any party’s claim or defense.” Fed. R. Civ. P. 26(b)(1). The Federal Rules of Civil Procedure direct the Court to quash or modify subpoenas only in limited circumstances, such as where the subpoena “requires disclosure of privileged or other protected matter” or “subjects a person to undue burden.” Fed. R. Civ. P. 45(c)(iii), (iv). To survive a motion to quash, “the party issuing the subpoena must demonstrate that the information sought is relevant and material to the allegations and claims at issue in the proceedings.” Alex & Ani, Inc. v. MOA Int’l Corp., No. 10 Civ. 4590 (KMW), 2011 WL 6413612, at *3 (S.D.N.Y. Dec. 21, 2011) (citation omitted). “Although not unlimited, relevance, for purposes of discovery, is an extremely broad concept.” Trilegiant Corp. v. Sitel Corp., 272 F.R.D. 360, 363 (S.D.N.Y. 2010) (quoting Condit v. Dunne, 225 F.R.D. 100, 105 (S.D.N.Y. 2004)). Once the issuing party demonstrates relevance, “[t]he movant bears the burden of persuasion in a motion to quash a non-party subpoena.” Hughes v. Twenty-First Century Fox, Inc., 327 F.R.D. 55, 57 (S.D.N.Y. 2018); see Amphenol Corp. v. Fractus, S.A., No. 19 Misc. 160 (PAE), 2019 WL 2521300, at *6 (S.D.N.Y. June 19, 2019); see also, e.g., Dove v. Atl. Cap. Corp., 963 F.2d 15, 19 (2d Cir. 1992). “Whether a subpoena imposes an undue burden depends upon such factors as relevance, the need of the party for the documents, the breadth of the document, the time period covered by it, the particularity with which the documents are described and the burden imposed.” Night Hawk Ltd. v. Briarpatch Ltd., No. 03 Civ. 1382 (RWS), 2003 WL 23018833, at *8 (S.D.N.Y. Dec. 23, 2003) (citation omitted). The trial court has broad discretion to determine whether a subpoena imposes an undue burden. See Jones v. Hirschfeld, 219 F.R.D. 71, 74 (S.D.N.Y. 2003). The standard applicable to depositions is similar to the standard for document subpoenas: The Court may authorize additional depositions unless “the discovery sought is unreasonably cumulative or duplicative, or can be obtained from some other source that is more convenient, less burdensome, or less expensive,” “the party seeking discovery has had ample opportunity to obtain the information,” or “the burden or expense of the proposed discovery outweighs its likely benefit.” Fed. R. Civ. P. 26(b), (d); see Uni-World Capital L.P. v. Preferred Fragrance, Inc., No. 13 Civ. 7204 (PAE), 2014 WL 12939056, at *1 (S.D.N.Y. Dec. 1, 2014). II. Discussion A. Relevance Here, the materials sought by RPM are relevant, and the ODI has not argued otherwise. See ODI Mem. The ODI’s approval of the Entitle-RPM merger was a condition of the deal’s closing, and the merger agreement contained a host of provisions regarding the parties’ submissions to and communications with the ODI. See, e.g., PartnerRe, No. 18 Civ. 5831, Dkt. 34-3 (“Merger Agreement”) §§3.6(a) (regarding Entitle’s financial statements submitted to the ODI), 5.4(a) (requiring efforts to prepare ODI Form A and other submissions to ODI), 5.4(b) (requiring parties to keep each other “promptly informed of material communications relating to the receipt of” approval by the ODI), 8.1(c) (requiring ODI’s approval as a condition of closing). RPM argues that Entitle and PartnerRe may have breached some or all of those terms, including by submitting misleading information to the ODI or withholding pertinent information from it. See RPM Mem. at 8-9. Regardless of the merits of those claims and defenses, they appear central to RPM’s theory of liability in PartnerRe. See, e.g., PartnerRe, No. 18 Civ. 5831 (PAE), Dkt. 128 (“Answer to Amended Complaint”)
