The IAS Court properly granted defendants' motion pursuant to CPLR 3211 (a) (7) to dismiss the complaint, since plaintiffs, former shareholders of Centel Corporation, failed to allege sufficient facts evincing that they had a relationship substantially approaching privity with defendant investment bankers, who were hired by Centel's board of directors during a period of declining earnings to explore strategic alternatives for the company, including its possible sale ( Credit Alliance Corp. v Andersen Co., 65 NY2d 536). Plaintiffs also failed to allege sufficient facts with respect to the existence of a principal and agent relationship with defendants. The nonmanagement directors, who, plaintiffs alleged, were their representatives, were not members of a special committee set up specifically to advise and protect their interests in a buyout auction in which management was a participant and the end and aim of which was to obtain for them the highest possible price for their stock ( compare, Schneider v Lazard Frares Co., 159 AD2d 291, 295-297).