upon learning of maremont's plans, cheffs and holland's board of directors agreed that maremont posed a threat to holland's continued existence. holland's board would claim that maremont's threat caused many of holland's employees to quit in anticipation of the threatened takeover. with the stated aim of eliminating maremont's threat to holland's existence, the holland board of directors authorized the repurchase of maremont's holdings of holland stock at a price above the prevailing market stock price. essentially, the board authorized the payment of greenmail to maremont.