Joseph and Erica, husband and wife, jointly own all of the stock in Velvet Corporation. The two are currently involved in divorce proceedings, and pursuant to those negotiations, they have agreed that only one of them will remain a shareholder in Velvet after the divorce. Because Erica has been more involved in Velvets management and operations over the years, the parties have agreed that Josephs ownership should be acquired by either Erica or Velvet.

What issues should be considered in determining whether Erica or Velvet should acquire Josephs shares in the corporation