How to establish whether the Act applies to your particular transaction?

First, review Cal. Corp. Code Sec. 25008. Note that a sale can be deemed to occur in California even when the purchaser is in another state, and even when she or he communicates acceptance in the other state; see Diamond Mutimedia Sys., Inc. v. Superior Court, 19 Cal 4th 1036, 1050 (Cal S. Ct. 1999).

More often than you might think you will find that an otherwise competent transactional lawyer has failed to properly qualify an offering for an exemption. The Act allows rescission of the entire transaction and all money back even if your client’s plaintiff’s case is problematic otherwise.