which may fairly be considered as a representation that matters have already been so arranged that on completion of the issue, the corporate structure can be made to conform with the description given. But the great question in this area has to do with the price. In a sense, no disclosure can be either complete or accurate, since the pon­ derables and imponderables all combine into one picture, not suscep­ tible of being accurately reduced to words. The estimate of all the facts, important and unimportant, salient and obscure, demonstrable and otherwise, finds a summation in the banker’s own appraisal of the worth of the security, which is, of course, embodied in the price at which he offers it. Can it be said that the price is a representation of value? If a banker offered stock at $100 per share when in fact it is worth less when appraised by the market standards of the day, has he told a lie with intent to deceive? On this the law is still in the making; but there is some reason to believe that the result will hold the banker to some accountability in this regard. The law has always made a distinction between a sale by one purporting to be an expert in the value of the thing sold and sales made by a mere outsider. Thus, if a passerby finds a jewel and offers it for sale at $1,000 as and for a diamond but claiming no special knowledge of it, he is not held to have represented that he knew its value to be that of the price asked. Tiffany doing the same thing, would probably be dealt with under a different rule; as an expert in jewels, that house offering a jewel for sale as a diamond and for a thousand dollars would impliedly at least represent that they knew it to be a diamond and that its value was in the vicinity of the price asked. A banker is an expert in se­ curities and presumably an expert in the security offered; falling in this respect more nearly in line with Tiffany than with the bystander. In at least one recent case, it was held that a syndicate who recom­ mended the purchase of securities at a price on the ground that they were a good investment had in fact made a representation that the securities were fairly worth the price and this proving to be false, gave rise to an action by the buyer. The trouble with this situation of course rests in the difficulty of “worth.” In a violent market, securities may be appraised by the general public as worth far more than the sounder judgment of a quieter time would apprehend. Is the banker to be guided by the standards of a speculatively crazed market, and make the appraisal accordingly? Or must he abide by the better economic judgment of his own expert staff? If the former, he may be consciously taking ad­ vantage of a temporary phase of folly; if the latter, he will find that a security offered by him at $100 is traded in tomorrow at $150, outsiders