Series C and growth-stage insurance before an exit

Reviewed by Matthew Bartlett, Director, Apex Insurance Brokers Limited · Last reviewed 2026-08-06

What changes about insurance at Series C and beyond?

At seed and Series A, insurance is mostly about satisfying an investor condition and covering the obvious risks. By Series C, growth equity or the run-up to an exit, the picture is different. You are now a sizeable employer, you hold meaningful amounts of customer data, you may operate across several countries, and your board almost certainly includes experienced investor directors who expect a mature risk programme. The question is no longer "which policies do we need to close the round?" but "does our whole insurance programme stand up to scrutiny from an acquirer, an IPO adviser or a demanding new lead investor?"

That shift matters because late-stage diligence is thorough. Buyers, underwriters and IPO sponsors will look at your limits, your claims history, your gaps and how coherently your lines fit together. A programme that was assembled piecemeal, one policy per funding round, often shows its seams at exactly the moment you can least afford it. This is the stage where having a broker who understands the full arc, from term sheet to transaction, earns its keep.

Larger or more complex risk? Speak directly to a director — call 0117 325 0027 or email info@apexinsurancebrokers.co.uk.

How much D&O cover do you need before an exit or IPO?

Directors' & officers' insurance protects your directors, officers and often the company itself against claims alleging wrongful acts in how the business was run: misrepresentation, breach of duty, regulatory investigations and disputes with shareholders, employees or creditors. It is not a legal requirement. In practice, though, investors commonly require it, often from Series A onwards, and by later stages your term sheets and board will expect a limit that reflects your size and exposure.

At growth stage, D&O tends to be the line that grows the most. More capital raised, more shareholders, more people relying on your public statements and forecasts all increase the potential for a claim. If a public listing is genuinely on the table, the exposure profile changes again: newly public companies face securities-related risk that private companies do not, and the structure, cost and availability of IPO-related D&O will depend on your circumstances, your jurisdiction of listing and the market at the time. We would not present any of that as guaranteed, because it varies considerably from deal to deal, and it deserves specialist input well before a listing process starts.

Choosing a limit is a judgement, not a formula. The factors that tend to drive it include:

• Total capital raised and your current valuation
• Number and sophistication of shareholders, and any activist or disgruntled investor risk
• Headcount, and therefore employment-related claim exposure
• Regulated activities or sectors that attract investigations
• Whether an IPO, trade sale or secondary is on the horizon
• International operations and where your directors could be sued

Illustrative limits such as £5m, £10m or higher are sometimes discussed at this stage, but the right number for you comes out of a proper conversation about your risk, not a benchmark pulled from elsewhere. For the mechanics of how D&O actually responds, our guide to directors' & officers' insurance explained is a good primer to share with your board.

Which lines make up a mature growth-stage programme?

A late-stage company usually runs several lines in parallel, each doing a distinct job. The art is making them fit together without gaps or wasteful overlap.

Employers' liability is the one genuinely mandatory line here. Under the Employers' Liability (Compulsory Insurance) Act 1969, once you employ staff you must hold employers' liability insurance, with only narrow exceptions such as certain family businesses or companies employing only their owner. Failing to hold valid cover can attract penalties, so this is not a line to leave to chance as you scale headcount across sites or countries.

Employment practices liability (EPL) becomes far more important as you grow. With a larger, more diverse workforce comes greater exposure to claims of discrimination, harassment, unfair dismissal and similar. Full EPL cover, whether standalone or built into a management liability package, is something acquirers and investors increasingly expect to see at this stage.

Cyber is close to non-negotiable for a data-rich, later-stage business. By now you likely process significant volumes of customer data and depend on systems whose downtime is expensive. Good cyber cover responds to breaches, ransomware, business interruption and the response costs, and diligence teams will ask pointed questions about it.

Crime insurance addresses the risk of internal fraud, theft and social-engineering scams, which grow with headcount, spend and the number of people able to move money. Professional indemnity (PI) covers claims that your product, advice or service caused a client financial loss, and is essential if you sell software, advice or a service others rely on. If you make or sell a physical product, product liability covers injury or damage it causes.

None of these should be bought in isolation. Where cyber ends and PI begins, or how crime and D&O interact on a fraud claim, are exactly the boundaries where poorly assembled programmes leave founders exposed. If you are still mapping which lines you actually need, our startup insurance guide sets out the fundamentals.

How do you insure a company that operates internationally?

By growth stage, many companies have entities, employees or customers in several countries, and a single UK policy rarely stretches cleanly across all of them. Local rules on compulsory cover, how claims are paid and whether a policy is even admissible vary from country to country. This is where a global or international programme comes in: a coordinated structure, often a master policy sitting over locally issued policies, designed so cover is valid where you actually operate.

Getting this right matters for more than compliance. In diligence, an acquirer will want comfort that your overseas operations are properly covered and that a claim in, say, the US or Germany would actually respond under local law. Building that structure takes lead time and specialist knowledge of each market, so it is worth starting the conversation well before you open a new territory or line up a cross-border deal.

What is warranty & indemnity insurance, and when should you think about it?

When you eventually sell the business, the sale agreement will include warranties: promises you make to the buyer about the state of the company, from its accounts and contracts to its tax position and compliance. If one of those warranties turns out to be untrue, the buyer can bring a claim against the sellers. Warranty & indemnity (W&I) insurance is a real, well-established product in mergers and acquisitions that transfers much of that risk to an insurer instead.

The appeal is straightforward. For sellers, it can allow a cleaner exit with less capital tied up in escrow or held back against future claims. For buyers, it can provide a solvent, reliable route to recover a loss without having to pursue the founders personally. It is common on mid-market and larger deals, and it is increasingly seen on venture-backed exits too.

That said, W&I is genuinely deal-specific. What is covered, what is excluded, how the policy interacts with the disclosure process and where the pricing lands all vary with the transaction, and the mechanics of these policies continue to evolve. It is not something to treat as settled or off-the-shelf. The right approach is to involve your corporate lawyers and a specialist broker early in a sale process, so the cover is shaped around the actual deal rather than bolted on at the last minute. Speaking to an Apex specialist early in your exit planning means the insurance work runs alongside the deal rather than holding it up.

How should you prepare your insurance for diligence?

Whether the next event is a large primary round, a secondary, a trade sale or an IPO, your insurance will be examined. A few habits make that process far smoother:

• Keep a clean, current summary of every policy: line, insurer, limit, excess and renewal date
• Track your claims history and be ready to explain any claims, open or closed
• Review limits against your current size, not the size you were two rounds ago
• Identify and close obvious gaps before a buyer's advisers find them for you
• Align renewal dates and structure so the programme reads as one coherent whole

The most common problem we see at this stage is not a single missing policy; it is a programme that has grown haphazardly, one round at a time, until nobody can say confidently what is and isn't covered. Tidying that up ahead of a transaction removes friction at the worst possible moment and signals to counterparties that the business is well run.

Why work with a broker who knows the whole journey?

Growth-stage and pre-exit insurance is not really about buying more policies. It is about orchestration: making substantial D&O, full EPL, cyber, crime, PI, product and international cover work together, and knowing when to layer in transaction risk cover like W&I as an exit comes into view. That is a very different job from arranging a first policy at seed.

At Apex we work with founders across the whole arc, from the first investor-required D&O policy to the insurance workstream on a sale. Because we have hand-held companies through earlier rounds, we understand how your programme was built and where it needs to mature. If you are looking further back down the path, our Series A and B insurance guide covers the stage before this one. When you are ready to talk about where you are now, we are here.

Apex Insurance Brokers Limited is authorised and regulated by the Financial Conduct Authority (FRN 724952). This article is general information, not advice on a specific policy or a recommendation to buy any product.