Instead, the strategy appears to have been set in large part by lawyers trying to insulate Nabisco from tobacco liability.

Even if investors decided that the potential for tobacco liability required a large discount, Mr. Icahn's $16-a-share bid still appears low, she added.

"But the potential for tobacco liability would be a critical issue in determining whether the spinoff left RJR insolvent," Professor Klee said.

Law professors made fearless predictions about the future of tobacco liability.

The catch with the parent company's shares is that they carry a potentially huge tobacco liability.

"The only reason to buy NGH is if you believe the tobacco liability is mispriced," he said of the parent.

"How could the board possibly exclude the issue of tobacco liability, which is the single largest risk factor to RJR stock?"

"The sole purpose of the spinoff is to free it from tobacco liability."

To some analysts, the issue of tobacco liability is the major unanswered question about stock in a Nabisco food operation.

Analysts, however, said that tobacco liability and shareholder anxiety were dominant factors in the decision.