Who prepares the first draft of the SPA? The buyer's lawyers usually prepare the first draft of the SPA, because they're the party most at risk, unless this is a company being sold at auction when the seller's lawyer provides the contract for inspection by interested bidders.
We have 5 steps. Step 1: Decide on the issues the agreement should cover. Step 2: Identify the interests of shareholders. Step 3: Identify shareholder value. Step 4: Identify who will make decisions - shareholders or directors. Step 5: Decide how voting power of shareholders should add up.