U.S. Securities & Exchange Commission
SEC Seal
Home | Previous Page
U.S. Securities and Exchange Commission

March 1, 2002

Mr. Robert N. Rapp
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114-2688

Re: Denial of No-Action Request of Century Business Services, Inc. and CBIZ Financial Solutions, Inc.

Dear Mr. Rapp:

In your letter dated September 27, 2001, on behalf of Century Business Services, Inc. ("Century") and CBIZ Financial Solutions, Inc. ("CBIZ"), you have asked for assurances that the Division of Market Regulation ("Division") would not recommend enforcement action to the Commission under Section 15(a) of the Securities Exchange Act of 1934 ("Exchange Act") if Century and its broker-dealer subsidiary, CBIZ, engage in the activities described in your letter without Century or any of its affiliated business units registering as broker-dealers in accordance with Section 15(b) of the Exchange Act.

Based on the facts and representations set forth in your letter, the Division is unable to assure you that it would not recommend enforcement action to the Commission. In reaching this conclusion, we note in particular that Century is supplying the third-party broker-dealer with a sales force as well as a customer base. Although Century, through its contract with the third-party broker-dealer, directs 85% of the gross commissions from sales of securities by individuals employed by its business units to CBIZ, the activities for which this compensation is being paid are attributable to Century and its unregistered business units.1

Finally, we note that although your letter does not make this clear, Century, CBIZ and the third-party broker-dealer are already engaging in the activities that are the subject of your request. As a matter of policy, the staff grants no-action relief only prospectively, not retroactively.2


Catherine McGuire
Chief Counsel


1 In support of your request for relief, you attempt to draw analogies to several Division no-action letters related to sharing payroll administration services involving registered broker-dealers and other entities. See, e.g., Letter re: EPIX Holding, Corp. (April 2, 2001); Letter re: Time Insurance Co. (October 17, 1989); Letter re: Moran Asset Management, Inc. (July 29, 1988); Letter re: Transamerica Insurance Securities Sales Corp. (Sept. 9, 1987); Letter re: National Pension Administrators, Inc. (October 19, 1979). In those letters, generally, the broker-dealer employer hires and supervises all aspects of the employees' work and merely utilizes a payroll and benefits administrator as a means to centralize personnel services. The circumstances described in those letters do not support granting no-action relief in this instance because, in those cases, the employees performed no services for the payroll companies, and the payroll companies did not provide customers or potential customers to the broker-dealer.
2 See Letter re: Oil-N-Gas (June 8, 2000); Letter re: The PNC Financial Common (May 24, 1989).

Incoming Letter

The incoming letter is attached in PDF format.


Modified: 02/10/2005