March 1, 2002
Mr. Robert N. Rapp
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
Incoming LetterThe incoming letter is attached in PDF format.