What is the primary restriction on a public company's ability to issue shares at a discount?

A public company is fundamentally restricted from issuing shares at a discount to their nominal (or par) value as a protective measure to maintain the integrity and value of its issued share capital. This restriction serves to safeguard the interests of existing shareholders, ensuring that new shares are issued at a fair value and do not dilute the equity held by current investors.

Issuing shares at a discount could undermine the financial stability of the company, as it may suggest that shares are worth less than their nominal value, potentially leading to a loss of confidence among investors and affecting the company's market perception. Consequently, the general rule is that shares must be issued at or above their nominal value unless specific provisions allow otherwise, which are typically not applicable to public companies.

In contrast, other choices imply conditions under which discount issuance could occur or suggest potential approvals, which do not align with the established norm that outright forbids such action for public entities. Thus, the prohibition serves as a robust framework to ensure careful management of company equity and shareholder value.