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Ryo Matsutani

Lawyer: Japan and Vietnam

Profile and Expertise

After working for approximately six years as an in-house counsel at a major Japanese IT company and a chemical and electronic components manufacturer, he joined One Asia Lawyers in 2019 as a lawyer specialising in Vietnamese law. Following a secondment and period of employment at a British law firm in Ho Chi Minh City, he was appointed Partner of One Asia Lawyers Vietnam Co., Ltd in 2021. He is based in Ho Chi Minh City

His main areas of practice include cross-border M&A (primarily in Vietnam), corporate law and corporate governance, labour and compliance, fraud investigations, and dispute resolution. In addition to legal matters in the IT and manufacturing sectors, where he has professional experience, he has experience advising clients across a wide range of industries.He has been involved in numerous cases involving Japanese companies’ entry into Vietnam, acquisitions, joint ventures, organisational restructuring and subsidiary management. Recently, he has also been focusing on governance for listed companies in Vietnam, compliance with the Personal Data Protection Law (PDPL) and internal fraud investigations.

  • Experience
  • Publications
  • Seminars
  • Newsletter
  • [Corporate and M&A]
    ・M&A
    Handled numerous acquisition and business transfer cases involving companies from Japan, Taiwan, Hong Kong, Vietnam and Laos (particularly in Vietnam, where I have been involved in the acquisition of Vietnamese companies across a wide range of sectors, including manufacturing, logistics and warehousing, wholesale, retail, building maintenance services, real estate, IT, education and human resources services, language schools and the food and beverage industry)

    ・Support for Market Entry and Exit
    ― Extensive experience in providing end-to-end support, ranging from feasibility studies for new business ventures, structuring arrangements, and company formation (including the establishment of joint ventures), through to local HR and labour matters and contracts with business partners
    ― Support for market exit projects, including company liquidation and the dissolution of joint ventures
    ― Restructuring projects for Vietnamese subsidiaries of Japanese and Hong Kong companies

    In addition, numerous other services including drafting of various internal regulations, support for the management of staff and shareholders’ meetings, drafting and negotiation of commercial contracts, legal research (including investigations into regulations and laws across multiple countries), and support for obtaining various licences and permits

    [Human Resources, Labour and Compliance]
    ・Human Resources and Labour Affairs
    ― Support for the development of HR and labour-related regulations, including employment contracts, work rules and wage regulations
    ― Handling workforce restructuring (disciplinary dismissal, voluntary redundancy, redundancy, etc.)
    ― Labour disputes (including labour-management mediation, arbitration and litigation in Vietnam)

    ・Compliance
    Support regarding compliance with the Personal Data Protection Act, Japan’s Antimonopoly Act, the Subcontracting Act, information security, the Act Against Unjustifiable Premiums and Misleading Representations, and quality assurance; planning and delivery of compliance seminars for local subsidiaries, amongst other services

    [Fraud Investigations]
    Extensive experience in cases involving fraud investigations in Vietnam triggered by internal whistleblowing, the preparation of investigation reports, and the formulation of measures to prevent recurrence

    [Intellectual Property]
    ― Handling the registration of franchise and various intellectual property licence agreements in Vietnam
    ― Handling trademark infringement (counterfeit goods) cases in Vietnam
    ― Handling patent infringement litigation in Thailand and the United States
    ― Technical support and business partnership projects for Chinese companies
    ― Outsourced development projects for US start-ups
    ― Joint research projects with universities and university-spun-off start-ups
    ― Handling cases of patent misappropriation
    ― Handling of parallel imports
    ― Patent licensing negotiations

    In addition, various licensing agreements and dispute resolution relating to patent rights and copyright both domestically and internationally

    [Dispute Resolution]
    ― Multiple cases involving debt recovery by Japanese companies from local Vietnamese firms
    ― Multiple cases involving claims for damages arising from breaches of M&A-related contracts
    ― Cases involving liability for breach of contract by Vietnamese companies
    ― Cases involving the handling of fraud cases against local Vietnamese companies

    In addition, multiple cases involving arbitration and appeals to regulatory authorities

  •  【Books】


     April 2017: Legal Techniques [OJT Edition] (Co-authored, Chuo Keizai Sha)


     April 2021: Latest Labour Law in Southeast Asia and India (Vietnam) (Co-authored, Chuo Keizai Sha)


     September 2022: Q&A on Personal Data Protection Regulations and Practice in Asia and Oceania (Vietnam) (Co-authored, Chuo Keizai Sha)


     June 2024: ‘Practical Guide to Market Entry, Expansion and Withdrawal in Vietnam – Investment, Labour Law, Accounting and Taxation’ (Edited by, Dobunkan Publishing)


     October 2025 Practical Guide to Debt Collection and Dispute Resolution in Asia and Oceania (Vietnam) (Co-authored, Chuo Keizai Sha)


     


     [Newspapers, Magazines and Web Articles]


     ・NNA ASIA


     18 June 2025 issue: ‘[The Battle Against Counterfeit Goods] A Series of Raids, but Eradication Remains a Long Way Off; Fierce Appeals to Avoid Trump Tariffs’ (interviewed)


     19 June 2025 issue: ‘[The Battle Against Counterfeit Goods] Consumer Anxiety Rises Over Misleading Labelling; Substandard Goods Harm Genuine Brands Too (interviewed)’


     


     ・Shunkan Keiri Joho


     1 December 2020 issue: ‘Overview of Vietnam’s Amended Enterprise Law and Its Impact on Japanese Companies’


     20 April 2023 Issue: ‘Country-Specific Legal Guide for Re-Entry into Southeast Asia Amid Post-COVID Revival (Vietnam)’


     


     ・Shukan Jutaku


     From 25 May 2020: ‘Overseas Property Insights (ASEAN 11 Countries + India) Series: Parts 9–12 (Vietnam Edition)’


     


     ・Thai Economic Information Magazine THAIBIZ (formerly ArayZ)


     October 2019 Issue: “New Anti-Corruption Law Enforced in Vietnam; Bribery in Private Companies Now Subject to Punishment”


     November 2019 Issue: “Overview of Vietnam’s Amended Labour Bill – Part 1”


     December 2019 issue: ‘Overview of Vietnam’s Revised Labour Bill – Part 2’


    August 2021 issue: ‘Enactment of the Amended Enterprise Law in Vietnam (Part 1)’


     February 2022 Issue: ‘New Regulations on the Dispatch of Vietnamese Workers’


     June 2022 Issue: ‘New Decree on E-commerce Regulations Comes into Force in Vietnam’


     September 2022 Issue: "Regulations on Sexual Harassment in the Workplace in Vietnam"


     January 2023 Issue: ‘Summary of Laws and Regulations Enacted in Vietnam in 2022’


     May 2023 Issue: “Vietnam to Ease Entry Visa Requirements — However, Challenges Remain in Work Permit Procedures for Foreigners”


     June 2023 Issue: “Cryptocurrency in Vietnam and Its Legal Framework”


     September 2023 Issue: ‘Overview of the Decree on Personal Data Protection in Vietnam (Part 1)’


     October 2023 Issue: ‘Overview of the Decree on Personal Data Protection in Vietnam (Part 2)’


     February 2024 Issue: ‘Summary of Laws and Regulations Enacted in Vietnam in 2023’


     October 2024 Issue: ‘Methods for Researching Vietnamese Companies’


     


     ・Other Web Articles


     September 2022: Piripiri, operated by Big Beat Co., Ltd. ‘Ask the Experts! What Foreign Investment Regulations Should IT Companies Be Aware of When Expanding into Vietnam?’

     Autumn 2022 Issue, Chikugin Regional Economic Report: ‘Economic Trends and the Current State of Business and Legal Affairs in Southeast Asian Countries – Focusing on the Easing of COVID-19 Restrictions and Economic Recovery Measures (Vietnam)’



  • [Invited Presentations]
    ・In-Person
    “ASEAN Legal Seminar (Latest Legal Amendments in ASEAN in 2019 and 2020) *Responsible for Vietnamese Law” (Organised by ALB Japan Investment in Asia Forum, October 2019)
    “2022 Vietnam Overview Seminar: Overview of Legal Amendments” (Organised by Persol Kelly Vietnam, December 2022)
    “Q&A: Comparative Law Seminar on Thailand and CLMV Countries with Local Lawyers” (Organised by the Trading Companies Committee of the Japanese Chamber of Commerce and Industry in Bangkok, February 2023)
    “2024 VIETNAM INVESTMENT HIGHLIGHTS: Real Estate Regulations in Vietnam” (Organised by Aozora Bank, November 2023)
    “Vietnam Investment Premium Session” (Organised by Ryobi Holdings Co., Ltd., January 2023)
    “2023 Vietnam Overview Seminar: Overview of Legislative Amendments” (Organised by Persol Kelly Vietnam, December 2023)
    “2024 Vietnam Overview Seminar: Overview of Legislative Amendments” (Organised by Persol Kelly Vietnam, January 2025)
    “Legal Strategies and Latest Trends in Responding to Fraud in Asia: What Measures Should Japanese Head Offices Take in Response to the Surge in Fraud Cases in Asia?” (Organised by AI Data Co., Ltd., July 2025)
    “Practical Training in Foreign Law (Vietnamese Law)” (Joint course for Doshisha University Law School and Kyoto University Law School, September 2025)
    “The Japanese Legal Education System” (Special Lecture at Ho Chi Minh City University of Law, July 2025)

    ・Online
    “International Business Transactions (A): Litigation and Arbitration Systems in Asia (Vietnam)” (Kobe University Graduate School of Law GMAP, January 2021)
    “Practical Seminar on Expanding into ASEAN (Vietnam)” (Organised by the Kyushu Bureau of Economy, Trade and Industry, October 2021)
    “TOP 5 LEGAL MATTERS WHEN DOING BUSINESS IN JAPAN” (Organised by CRCC, March 2023)
    “Understanding Asian Law in 30 Minutes (Vietnam Edition)” (Organised by the Institute of International Commercial Law, September 2024)
    “Comparative Asian Law: Sessions 7 & 8 – Practical Aspects of Anti-Bribery Measures and Compliance Law in Asia” (Kobe University Top Lawyers Programme, September 2024)
    “Practical Training in Foreign Law (Vietnamese Law)” (Joint Course for Doshisha University Law School and Kyoto University Law School, September 2024)

    [Co-hosted]
    ・In-Person
    “The ABCs of Compliance for Local Subsidiaries in Vietnam” (Co-hosted by Trico Co., Ltd. and One Asia Lawyers Vietnam Office, January 2020)
    “Corporate Law, Investment Law and Personal Data Protection Law: Latest Amendments and Practical Responses” (Co-hosted by One Asia Lawyers Vietnam Office, I-GlOCAL Group and FPT Vietnam, March 2026)

    ・Online Events
    “Business Continuity and Crisis Management for Vietnamese Subsidiaries: Labour Management and Compliance Required for the Future” (Co-hosted by Trico Co., Ltd. and One Asia Lawyers Vietnam Office, June 2020)
    “Latest Practical Aspects of Investment and M&A in Vietnam via Singapore” (Co-hosted by I-GLOCAL Group and One Asia Lawyers Vietnam Office, July 2020)
    “Towards the Reorganisation of Global Supply Chains in Vietnam: Legal and Tax Considerations” (Co-hosted by Trico Co., Ltd. and One Asia Lawyers Vietnam Office, November 2020)
    “How Japanese Companies Can Succeed in Southeast Asia through M&A” (Co-hosted by YCP Solidiance and One Asia Lawyers, March 2021)
    “Employment Regulations Seminar (Vietnam)” (Co-hosted by Persol Kelly Vietnam and One Asia Lawyers Vietnam Office, July 2021)
    “Learning from Case Studies: Handling Scandals and Building Compliance at Asian Subsidiaries” (Co-hosted by One Asia Lawyers Vietnam Office and AGS Consulting Co., Ltd., July 2024)

    “Practical Aspects of Debt Collection and Dispute Resolution in Asia and Oceania: Book Launch Seminar” (Co-hosted by One Asia Lawyers and Chuo Keizai Sha, January 2026)

    [Organised by One Asia Lawyers]
    ・In-Person
    “ASEAN Legal Seminar (Latest Legislative Amendments in ASEAN in 2019 and 2020)” (November 2019)
    “Vietnam M&A and Latest Legislation Seminar” (December 2019)
    “Q&A: Personal Data Protection Regulations and Practice in Asia and Oceania – Book Launch Seminar” (October 2022)

    ・Online Events
    “Introduction to Expatriates in Asia / Business Law Workshop (Vietnam)” (May 2022, May 2023, May 2024, May 2025, May 2026)
    “Vietnam Local Subsidiaries: Legal Aspects of COVID-19 Countermeasures” (March 2020)
    “Cross-Regional Legal Seminar on COVID-19 Response: Japan, ASEAN and India – From the Perspectives of Labour Law, Company Law and Contract Law (Vietnam)” (April and May 2020)
    “Practical Series on Debt Recovery and Insolvency Law in Asia (Vietnam Edition)” (August 2020)
    ‘Labour Law Seminar – Latest Labour Laws in Southeast Asia and India – (Vietnam)’ (June 2021)
    “Vietnam Arbitration Seminar” (December 2022)
    “Seminar on Debt Recovery through International Arbitration in Vietnam” (March 2023)

Education/Background

2010 Graduated from the Faculty of Law, Sophia University
2013 Graduated from Chuo Law School
2014 Registered as an attorney at law
(Affiliated with Daini Tokyo Bar Association)
2014 Joined Yahoo Japan Corporation
2015 Joined Nitto Denko Corporation (Nitto)
2019 Admission to One Asia Lawyers Vietnam Office
2020 GMAP Visiting Professor, Kobe Law School
2021 Appointed representative of One Asia Lawyers Vietnam Co., Ltd.
2022 A part-time lecturer at Kobe Law School,Graduate School of Law
2025: part-time lecturer (Japanese law) at Ho Chi Minh City University of Law
 

Admitted/Professional Experience

    Daini Tokyo Bar Association

Languages

Japanese, English

Contact

ryo.matsutani@oneasia.legal

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